Nordic Semiconductor

Share Issue/Capital Change • Apr 24, 2018

Contemplated private placement

Contemplated private placement

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Nordic Semiconductor ASA ("Nordic Semiconductor" or "the Company") announces an offering of up to 16,300,000 shares, equal to 9.97% of the existing share capital of the Company (the "Offering").

The net proceeds from the Private Placement will overall be used to maintain financial flexibility and to fund growth in working capital while securing and maximising the company's growth potential in short range IoT as well as cellular IoT; as such, net proceeds will be employed to support 1) requirements for higher working capital on the back of new products, 2) supply chain enhancements, 3) ramp towards new tier 1 customers, and 4) continue investments to expand product portfolio and into growth in existing and future business opportunities.

The share issuance will be carried out as a private placement in order to complete a transaction in an efficient manner and without the significant discount typically seen in rights issues. On this basis, and based on an assessment of the current equity markets, the Company's Board of Directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.

Nordic Semiconductor has retained ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA as joint bookrunners in connection with the Offering (jointly the "Managers").

The Offering will consist of a private placement to institutional investors in Norway and internationally, subject to applicable exemptions from relevant registration, filing and prospectus requirements. The minimum application and allocation of shares per investor in the Offering will be a NOK amount equivalent to EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The subscription price will be determined through an accelerated book-building process. The book-building period will commence immediately and is expected to close on 25 April 2018 at 08:00 CEST with settlement expected to occur on or around 27 April 2018. The Company may, however, at any time close or extend the book-building period at its discretion and on short notice.

Nordic Semiconductor intends to enter into a pre-payment agreement with the Managers, in order to facilitate delivery of the shares allocated in the Offering on a delivery versus payment basis. After newly issued shares are fully paid and the share capital increase pertaining to the Offering has been duly registered with the Norwegian Register of Business Enterprises and the new shares have been registered with VPS, the shares will be tradeable on Oslo Stock Exchange. The new shares to be issued in connection with the Offering will be issued pursuant to the authorisation granted to the Board of Directors of the Company at the Annual General Meeting held on 17 April 2017. The Offering is subject to final approval by the Company's Board of Directors.

For further information, please contact:

Pål Elstad, CFO

Nordic Semiconductor ASA

Phone: +47 991 66 293

Email: pal.elstad@nordicsemi.no

Thomas Embla Bonnerud, Director of Strategy and IR

Nordic Semiconductor ASA

Phone: +47 951 00 257

Email: thomas.embla.bonnerud@nordicsemi.no

In any EEA Member State that has implemented Directive 2003/71/EC (such Directive and amendments thereto, including Directive 2010/73/EU together with any applicable implementing measures in the relevant home Member State, the "Prospectus Directive"), this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

In addition, in the United Kingdom, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA and is directed only at persons (i) who are persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be communicated ("relevant persons"). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.

This announcement is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Nordic Semiconductor ASA does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this announcement relates.

This announcement is made in accordance with the Securities Trading Act section 5-12.