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Nordic Semiconductor

Pre-Annual General Meeting Information Jan 16, 2024

3680_rns_2024-01-16_5facad73-9fa9-400e-bd95-a1ffdd471de8.pdf

Pre-Annual General Meeting Information

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EXTRAORDINARY GENERAL MEETING

The shareholders of Nordic Semiconductor ASA ("the Company") are hereby invited to the Shareholders' Extraordinary General Meeting

Tuesday February 6, 2024 at 09:15

The meeting will be held as a digital meeting. Shareholders wishing to attend the extraordinary general meeting, are invited to follow this via webcast and cast votes electronically in the meeting. Alternatively, shareholders can vote electronically in advance of the meeting or vote by way of using a power of attorney. Please see guideline for digital attendance available on the Company's website.

The following items are to be addressed:

    1. Opening of the Meeting by the Chair and registering of the shareholders present (no voting).
    1. Election of meeting chair and individual to sign the meeting minutes.
    1. Approval of the invitation and the agenda.
    1. Election of two additional shareholder elected members to serve on the Board of Directors.

Trondheim, January 16, 2024,

Birger Steen Chair

CONCERNING ITEM 4 IN THE INVITATION

ELECTION OF TWO ADDITIONAL SHAREHOLDER ELECTED MEMBERS TO SERVE ON THE BOARD OF DIRECTORS

The Nomination Committee proposes to elect two additional Board members until the Annual General Meeting in 2024, based on an assessment of the Company's requirements for competence within the Board with regard to independence, share ownership, broad industry experience, and expertise within important strategic areas for the Company.

The Nomination Committee's proposal for the two additional shareholder-elected Board members is as follows:

Board members Dieter May
a)
new
Helmut Gassel
b)
new

The shares of the Company and the right to vote for shares

Pursuant to the Articles of Association's regulation that documents relating to issues that shall be dealt with by the General Meeting may be provided at the company's website, this summons with attachments have been made available on Nordic Semiconductor's website, nordicsemi.com/EGM2024. All documents are also available at the company's business address. The aforementioned documents will be sent free of charge to any shareholder who contacts the company.

The Company's share capital consists of 192,781,600 shares, each with a nominal value of NOK 0.01. All shares have equal voting and other rights in the company. The company holds 380,420 treasury shares, in addition to 94,495 shares set aside for shareholders of Mobile Semiconductor Inc. Treasury shares have no voting rights.

Shareholders who are registered in the register of shareholders (VPS) can exercise their shareholder rights, including participation in the General Meeting, cf. Section 4-2 of the Norwegian Public Limited Liability Companies Act, cf. Section 5-2. Only those who are shareholders in the Company 5 (five) business days prior to the general meeting (i.e. January 30, 2024, the "Record Date") are entitled to attend and vote at the general meeting, cf. Section 5-2 of the Norwegian Public Limited Liability Companies Act.

According to the Public Limited Liability Companies Act § 1-8, as well as regulations on intermediaries covered by the Central Securities Act § 4-5 and related implementing regulations, notice is sent to custodians who pass on to shareholders for whom they hold shares. Shareholders must communicate with their custodians, who is responsible for conveying votes, proxies or enrollment. Custodians must according to Section 5-3 of the Public Limited Liability Companies Act register this with the company no later than 2 working days before the general meeting.

A shareholder is entitled to have a matter discussed at the General Meeting if such shareholder provides the Board with notice of the matter in question at least seven days prior to the deadline of the notice of the General Meeting. The General Meeting cannot otherwise deal with matters other than those described in the notice. Furthermore, the shareholders are entitled to request information from the directors and the CEO as stated in section 5-15 of the Norwegian Public Limited Liability Companies Act. A shareholder is entitled to propose resolutions for items listed on the agenda at the general meeting.

The following documents will be available on nordicsemi.com/EGM2024:

  • o This notice
  • o Form for notice of attendance/proxy
  • o The recommendation of the Nomination Committee
  • o Guide for online participation

Ref no: PIN - code:

Notice of Extraordinary General Meeting

Extraordinary General Meeting in Nordic Semiconductor ASA will be held on February 6, 2024 at 09:15 am CET as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: _____________________ and vote for the number of shares registered in Euronext per Record date January 30, 2024.

The deadline for electronic registration of advance votes, proxy of and instructions is February 2, 2024 at 4:00 pm CET.

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Step 1 – Register during the enrollment/registration period:

  • Either through the company's websitehttps://www.nordicsemi.com/EGM2024using a reference number and PIN code (for those of you who receive the notice by post-service), or
  • Log in through VPS Investor services; available at euronext.com or through own account keeper (bank/broker). Once logged in - choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN - code and balance. At the bottom you will find these choices:

"Enroll" - There is no need for registration for online participation, enrollment is not mandatory "Advance vote" - If you would like to vote in advance of the meeting "Delegate Proxy" - Give proxy to the chair of the Board of Directors or another person "Close" - Press this if you do not wish to register

Step 2 – The general meeting day:

Online participation: Please login throughhttps://dnb.lumiagm.com/151827745 You must identify yourself using the reference number and PIN - code from VPS - see step 1 above. Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm).

If you are not logged in before the meeting starts, you will be granted access, but without the right to vote.

Ref no: PIN - code:

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

The signed form can be sent as an attachment in an e-mail* to [email protected] (scan this form) or by post service to DNB Bank Registrars Department, P.O Box 1600 Sentrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than February 2, 2024 at 4:00 pm (CET) If the shareholder is a company, the signature must be in accordance with the company certificate.

*Will be unsecured unless the sender secures the e-mail.

__________________________________________ shares would like to be represented at the extraordinary general meeting in Nordic Semiconductor ASA as follows (mark off):

☐ Open proxy for the Board of Directors or the person he or she authorizes (do not mark the items below)

___________________________________________________________________

  • ☐ Proxy of attorney with instructions to the Board of directors or the person he or she authorizes (mark "For", "Against" or "Abstain" on the individual items below)
  • ☐ Advance votes («For», «Against» or «Abstain» on the individual items below)
  • ☐ Open proxy to (do not mark items below agree directly with your proxy solicitor if you wish to give instructions on how to vote)

(enter the proxy solicitors name in the block letters)

Note: Proxy solicitor must contact DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-am – 3:30 pm) for login details.

Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.

Agenda for the Extraordinary General Meeting February 6, 2024 Against Abstain
1 Opening of the shareholder meeting No voting
2 Election of meeting chair and individual to sign the minutes
3 Approval of invitation and the agenda
4 Election of additional members to serve on the Board of Directors
a)
Board Member: Dieter May (new)
b)
Board Member: Helmut Gassel (new)

The form must be dated and signed

Place Date Shareholder's signature

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