Nordic Semiconductor — AGM Information 2010

Jun 9, 2010

MINUTES

FROM

THE ANNUAL GENERAL MEETING

IN

NORDIC SEMICONDUCTOR ASA¹

The Annual General Meeting of Nordic Semiconductor ASA was held on June 9, 2010 at the company's offices at Otto Nielsens vei 12, Tyholt, Trondheim.

Item 1. Opening of the Meeting by the Chairman of the Board, and register of the shareholders present

The meeting was opened by the Chairman of the Board. 14,431,712 of the Company's 33,747,320 shares (42.76%) were represented at the meeting.

Item 2. Election of meeting chair and individual to sign the meeting minutes

The Company's attorney Arild Paulsen was elected as Chairman of the meeting, and Jan Honne Meyer was elected to countersign the meeting minutes.

Item 3. Approval of the notice of convocation and the agenda

The notice and agenda were approved.

Item 4. Approval of the Annual Accounts for 2009, including proposed dividend

The Annual Accounts including the Report from the Board of Directors and the Auditor's opinion letter were presented. The Annual General Meeting unanimously approved the following resolution:

"The Annual Accounts 2009 and the Report from the Board of Directors are approved, including the Board's proposal for a dividend payment of NOK 2.00 per share."

The Nordic Semiconductor share will be traded on the Oslo Stock Exchange exclusive the dividend on June 10, 2010.

¹ Office translation. The Norwegian release takes precedence in the event of any divergence.

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Item 5. Approval of compensation for the Board, the election committee and the auditor

The Board's proposal was presented, as described in the notice of convocation. The Annual General Meeting unanimously approved the following resolution:

"Members of the Board will receive the following compensation for the period from the Annual General Meeting 2010 to the Annual General Meeting 2011:

Chairman of the Board	NOK	350,000	(350,000)
Vice-Chairman of the Board	NOK	175,000	(125,000)
Compensation per meeting attended	NOK	7,500	(7,500)
Board members elected by the shareholders
Base amount	NOK	125,000	(125,000)
Compensation per meeting attended	NOK	7,500	(7,500)
Board members elected by the employees	NOK	60,000	(60,000)

Members of the election committee will receive compensation of NOK 15,000 for the one-year term for which they are elected.

The compensation to the Auditor for 2009 is approved."

Item 6. Power of attorney for the purchase of the Company's own shares

The Board's proposal was presented, as described in the notice of convocation. The Annual General Meeting unanimously approved the following resolution:

"Power of attorney is hereby bestowed upon the Board on behalf of the Company to purchase the Company's own shares, and to own such shares as its own shares. The maximum number of shares which may be acquired under this power of attorney shall not exceed an aggregate par value of NOK 168,000 (9.96% of the Company's share capital).

The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2011.

The price per share which the Company may pay for shares acquired in connection with this power of attorney shall not be lower than the par value nor higher than NOK 200. In case of changes of the par value of the shares due to split of the Company's shares (ref. item 11 in this Annual General Meeting) the price the Company may pay for each share is to be adjusted equally.

The shares may be acquired through one or more transactions on the Oslo Stock Exchange. The shares may be used as the Company's Board deems to be suitable for the purpose."

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Item 7. Power of attorney for a capital increase

The Board's proposal was presented, as described in the notice of convocation. The Annual General Meeting unanimously approved the following resolution:

"The Board is in accordance with the Norwegian Public Limited Companies Act § 10-14 hereby granted the power of attorney to increase the share capital by up to NOK 168,000 (9.96% of the company’s share capital) by issuing up to 3,360,000 shares with a par value of NOK 0.05, where the shareholders’ right of first refusal can be set aside.

The power of attorney can be used in one or more capital increases to named investors chosen by the Board. The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2011. The authorization covers both cash and non-cash contributions. The authorization also covers the issue of shares in connection with a merger.

The terms of the subscription shall be decided by the Board of Directors.

In the event of changes in the Company’s share capital or number of shares, as a result of a share split, bonus issue, reduction of share capital by repayment to the shareholders or similar action, the authorization shall be adjusted with respect to par value and number of shares in accordance with the norms set by the Norwegian Society of Financial Analysts. However such amendments shall not be made in defiance of the Norwegian Public Limited Companies Act restrictions upon the number of shares to be issues pursuant to a Board authorization.

The Board is authorized to modify the company’s article § 5 accordingly if using this power of attorney."

Item 8. Election of members to serve on the Board of Directors

The Annual General Meeting unanimously approved the following resolution, according to the proposal in the notice of convocation:

The following Board members are elected for a 1 year term to the Annual General Meeting in 2011:

Shareholder-elected members of the Board:
Chairman
Tore Engebretsen
re-election
Vice-Chairman
Anne Cecilie Fagerlie
re-election
Kjell Bråthen
re-election
Arnhild Schia
re-election
Terje Rogne
re-election

After this resolution, the Board of Directors consists of the following members:

Shareholder-elected
- Tore Engebretsen, Chairman
- Anne-Cecilie Fagerlie, Vice-Chairman
- Kjell Bråthen, Board member
- Arnhild Schia, Board member
- Terje Rogne, Board member

Employee representatives
- Jon Helge Nistad, Board member
- Markus Bakka Hjertø, Board member

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Item 9. Election of members to serve on the Election Committee

The Annual General Meeting unanimously approved the following resolution, according to the proposal in the notice of convocation:

The following Election Committee members are elected for a 1 year term to the Annual General Meeting in 2011:

John Harald Henriksen
re-election
Bjørnar Olsen
re-election
Thomas Raaschou
new

Item 10. Consultative vote over the Declaration of the principles for compensation of the CEO and other members of executive management

The Company's fundamental principles were presented, as described in the notice of convocation. The Annual General Meeting made a consultative vote over the following suggestion from the Board:

"The declaration of the principles for the compensation of the CEO and the other members of the executive management is approved"

A consultative vote was held, and the declaration of the principles for compensation of the CEO and other members of executive management was approved.

Item 11. Share split

The Board's proposal was presented, as described in the notice of convocation. The Annual General Meeting unanimously approved the following resolution:

"Each existing share in Nordic Semiconductor ASA is split such that one – 1 – existing share at a par value of NOK 0.05 is split into five – 5 – new shares with a par value of NOK 0.01."

The Nordic Semiconductor share will be traded on the Oslo Stock Exchange with a new par value after the split of shares from June 15, 2010. At this time, Article § 5 is modified to read:

"The Company's share capital is NOK 1.687.366,00 divided into 168,736,600 shares, each having a par value of NOK 0.01. The Company's shares shall be registered with the Norwegian Securities Register (Verdipapirsentralen)."

Item 12. Amendment of the Company's Articles of Association

The Board's proposals were presented, as described in the notice of convocation.

Proposal to modify Article § 3:

"The object for which the company is established is the development and sale of electronic components, integrated circuits, design tools and related solutions."

The Annual General Meeting unanimously approved the proposed resolution.

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Proposal to modify Article § 6:

"The Company's Board shall consist of between 3 and 7 members, as determined by the General Meeting of Shareholders. The General Meeting of Shareholders shall elect the Chairman of the Board. The Board shall elect the Vice-Chairman. The entire Board shall function as the Company's Audit Committee."

The Annual General Meeting unanimously approved the proposed resolution.

Proposal to modify Article § 7:

The Board had proposed the following amendment, as described in the notice of convocation.

"General Meetings of Shareholders may be held within Trondheim or Oslo Municipality.

The following issues shall be discussed and decided at the Ordinary General Meeting:

1. Approval of the profit and loss accounts and balance sheet, including the allocation of annual profits or the settlement of annual losses and payment of dividends.
2. Appointment of members of the Board of Directors and nomination committee.
3. Determination of remuneration for Board members and the Auditor's fee.
4. Any other matters mentioned in the notice to attend the meeting.

The Board of Directors may decide that documents concerning matters to be considered at the general meeting are not to be sent to shareholders when the documents are made available on the company's website. This also applies to documents which by law shall be enclosed in or attached to the Notice of a general meeting."

Asbjørn Sæbø proposed a revised amendment:

"General Meetings of Shareholders shall be held in Trondheim Municipality.

The following issues shall be discussed and decided at the Ordinary General Meeting:

1. Approval of the profit and loss accounts and balance sheet, including the allocation of annual profits or the settlement of annual losses and payment of dividends.
2. Appointment of members of the Board of Directors and nomination committee.
3. Determination of remuneration for Board members and the Auditor's fee.
4. Any other matters mentioned in the notice to attend the meeting.

The Board of Directors may decide that documents concerning matters to be considered at the general meeting are not to be sent to shareholders when the documents are made available on the company's website. This also applies to documents which by law shall be enclosed in or attached to the Notice of a general meeting."

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A vote was held whereby 98.16% of the shares represented voted for the Board's proposal, and 1.84% voted for Sæbø's proposal.

As a result of the vote, Article § 7 is modified to read:

"General Meetings of Shareholders may be held within Trondheim or Oslo Municipality.

The following issues shall be discussed and decided at the Ordinary General Meeting:

1. Approval of the profit and loss accounts and balance sheet, including the allocation of annual profits or the settlement of annual losses and payment of dividends.
2. Appointment of members of the Board of Directors and nomination committee.
3. Determination of remuneration for Board members and the Auditor's fee.
4. Any other matters mentioned in the notice to attend the meeting.

The Board of Directors may decide that documents concerning matters to be considered at the general meeting are not to be sent to shareholders when the documents are made available on the company's website. This also applies to documents which by law shall be enclosed in or attached to the Notice of a general meeting."

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No other issues were brought to the agenda. The meeting minutes were reviewed and the Annual General Meeting was adjourned.

Trondheim, June 9, 2010

Arild Paulsen

Jan Honne Meyer