Nordic Semiconductor — AGM Information 2015

Dec 8, 2015

MINUTES FROM THE

EXTRAORDINARY GENERAL MEETING IN

NORDIC SEMICONDUCTOR ASA

The Extraordinary General Meeting of Nordic Semiconductor ASA was held on Tuesday December 8, 2015 at 10:00 am. The meeting took place at Felix Konferansesenter, Bryggetorget 3, Oslo.

The Board was represented by Terje Rogne (Chairman) and Anne-Cecilie Fagerlie. The administration was represented by Svenn-Tore Larsen (CEO) and Pål Elstad (CFO).

Agenda

• 1. Opening of the Meeting by the Chairman of the Board, and register of the shareholders present.
• 1. Election of meeting chair and individual to sign the meeting minutes.
• 1. Approval of the notice of convocation and the agenda.
• 1. CEO orientation on background for the stock option program
• 1. Approval of a revised Declaration of the principles for compensation of the CEO and other members of the executive management for 2016.

$***$

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

Chairman of the Board opened the meeting. Company's CFO, Pål Elstad, disclosed that 83,453,346 shares of the Company's 163,440,600 shares (51%) were represented.

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

Andreas Kildal from the law firm CLP was elected as Chairman of the meeting with 83.303.346 votes in favor and 150,000 abstaining votes. Pål Elstad was elected to co-sign the minutes with 83.303.346 votes in favor and 150,000 abstaining votes.

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

The notice and the agenda were approved with 83.303.346 votes in favor and 150,000 abstaining votes.

Case 4. CEO orientation on background for the stock option program

The Board's proposal for a revised declaration of the principles for compensation of the CEO and other members of the executive management was reviewed. It was noted that the share program will be settled by physical delivery of shares and not be cash settled.

The General Meeting took Terje Rogne's briefing note.

Case 5. Approval of a revised Declaration of the principles for compensation of the CEO and other members of the executive management for 2016.

The General Meeting discussed the Board's revised proposal to the Remuneration Declaration for 2016. The General Meeting agreed that the company should have an option program, but the program should be smaller than what has originally been proposed by the Board.

The General Meeting believes that the total number of options that may be issued pursuant to the share option grant in 2016 should not amount to 2.8 million shares, but be limited to approximately 1.7 million shares. However, it was noted that the actual total number of shares to be issued in the 2016 grant, and under the entire program, may be changed as a result of the development of the trading price for the Company's shares. An overview of the program is attached to these minutes. As the annex shows, the program may involve the issuance of up to 4 % of the shares over a period of 4 years.

The General Meeting approved by 65,804,643 votes for and 17,648,703 votes against the following resolution:

"The General Meeting endorses the Board's revised Declaration of the principles for compensation of the CEO and other members of the executive management for 2016 as further described in the notice of the general meeting. General Meeting's endorsement is advisory to the Board.

The General Meeting approves the Board's guidelines for share-based compensation as described in the notice of the General Meeting with the following change:"Granted options for the 2016 grant is estimated to not more than 2.8 million options or 1.7% of total outstanding shares" is changed to "Granted options for the 2016 grant is estimated to not be more than 1.7 million options or approximately 1 % of total outstanding shares".

General Meeting's approval of the share-based compensation program to executives are binding on the Board as provided by the Public Limited Liability Companies Act $\S$ 5-6 (3) and 6-16 a."

$***$

No other issues were brought to the agenda and the General Meeting was adjourned.

Oslo, 8 December 2015

Andreas Kildal

Pål Fistad

Overview of Program
Number of options granted

3.9 X	0,95%	0,97%	1.00%	N70					Dilutive Effect
6442685	154839	1587450	1626689	1673708	18736884	g			Total
3601832	900507	900 455	900454	900416	10080000	ន្ត	31500	2000	All non managers
1059324	264846	264830	264830	264818	2964500		OGK	122000	IManagers R&D
98 406	24603	24602	24601	24600	275400		45900	102000	Managers Admin
639 485	159880	159871	159870	159864	1789650		43650	97000	Vianagers Sales
ន្ត្រូង	41488	41485	41485	41483	464400		77400	172000	Group Leaders R&D
877698	163516	196207	235 449	282527	3162834		3162834	028520	Executive Management
Shares		Year 2017 Year 2018 Year 2019		2016	Total Value	employees	Bonus Value Bonus Value (Options)		(all amounts in NOK)
				No. Of Shares No. Of Shares No. Of Shares No. Of Shares Total No. Of		No.of

Number of employees
		Options 2016
2018 2017	2019	Grant/emply.
$\overline{2}$ $\overline{12}$	12
	$\Omega$	6914
59 $\frac{1}{6}$	$\mathbf{z}$	3899
თ,	$\overline{a}$	4100
78 65	93	4904
461 384	553	2814
627 524	750