Nordic Semiconductor

Pre-Annual General Meeting Information • Mar 22, 2023

ANNUAL GENERAL MEETING

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

Thursday April 20, 2023 at 09:15

The meeting will be held as a digital meeting. Shareholders wishing to attend the annual general meeting, are invited to follow this via webcast (https://dnb.lumiagm.com/102181030) 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 guidelines 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).

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

3. Approval of the invitation and the agenda.

4. Approval of the annual financial statements and the Board's report, including consolidated accounts and year-end allocations, for 2022.

5. Consideration of the Board of Director's report on corporate governance (no voting).

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

7. Power of attorney to the Board of Directors to (a) issue new shares and (b) take up convertible loans.

8. Election of shareholder elected members to serve on the Board of Directors.

9. Election of members to serve on the nomination committee.

10. Approval of compensation for the Board of Directors, the nomination committee and the auditor.

11. Advisory vote on the Board of Directors' Remuneration Report 2022.

12. Approval of the Board of Directors' Remuneration Guidelines and Policy for Remuneration of Senior Executives (12.1), and advisory vote of the long-term equity-linked incentive plan for all employees (12.2).

Trondheim, March 22, 2023,

Birger Steen Chair

CONCERNING ITEM 4 IN THE INVITATION

APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AND THE BOARD OF DIRECTORS' REPORT, INCLUDING CONSOLIDATED ACCOUNTS AND YEAR-END ALLOCATIONS, FOR 2022

Pursuant to the regulation of the Articles of Association that documents relating to issues to be dealt with at the General Meeting may be provided on the Company's website, the Company's annual financial statements, report from the Board of Directors, auditor's report, and standards of corporate governance for 2022 have been published on Nordic Semiconductor ASA's website, www.nordicsemi.com/AGM2023.

For details on capital allocations and dividend policy, please refer to annual report.

The Board of Directors proposes that the Annual General Meeting approves the following resolution:

"The annual financial statements and the report from the Board of Directors for 2022, including the consolidated accounts and year-end allocations, are approved."

CONCERNING ITEM 5 IN THE INVITATION (No voting)

CONSIDERATION OF THE BOARD OF DIRECTORS' REPORT ON CORPORATE GOVERNANCE

Pursuant to Section 5-6 (5) of the Norwegian Public Limited Companies Act, the general meeting shall consider the statement on corporate governance prepared in accordance with Section 3-3b of the Norwegian Accounting Act. The statement is included in the 2022 annual report, which is available on the Company's website. The chairman of the meeting will present the main contents of the statement at the general meeting. This is a no voting item.

CONCERNING ITEM 6 IN THE INVITATION.

POWER OF ATTORNEY FOR THE PURCHASE OF THE COMPANY'S OWN SHARES

The Board of Directors proposes that the Annual General Meeting grants the Board of Directors a power of attorney to repurchase the Company's own shares for a period up to the Annual General Meeting in 2024. The power of attorney will be used if the Board of Directors finds that a repurchase of shares benefits the shareholders.

The Board of Directors proposes that the Annual General Meeting approves the following resolution:

"Power of attorney is hereby granted to the Board of Directors on behalf of the Company to purchase the Company's own shares, and to hold treasury shares within the limits of the Norwegian Public Limited Liability Companies Act. The maximum number of shares which may be acquired shall not exceed an aggregate par value of NOK 192,000 (corresponding to approximately 9.96% of the Company's share capital). The power of attorney also includes pledge of own shares, cf. section 9-5 of the Norwegian Public Limited Liability Companies Act.

The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2024, and 30 June 2024 at the latest.

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 of the shares nor higher than NOK 350. In case of changes of the par value of the shares due to split or reverse split of the Company's shares, the price the Company may pay for each share is to be adjusted equally.

The Board of Directors may at its discretion decide the method of acquiring or disposing of own shares, including through one or more transactions on the Oslo Stock Exchange. The shares may be used as the Company's Board of Directors deems to be suitable for the purpose."

CONCERNING ITEM 7 IN THE INVITATION

POWER OF ATTORNEY TO (A) ISSUE NEW SHARES AND (B) TAKE UP CONVERTIBLE LOANS

The Board of Directors proposes that the Annual General Meeting grants a power of attorney to the Board of Directors to (a) issue new shares and (b) issue convertible loans for a period up to the Annual General Meeting 2024, and 30 June 2024 at the latest.

The Board of Directors asks the Annual General Meeting to renew the Board's power of attorney to increase the Company's share capital by up to NOK 192,000 (9.96% of the Company's share capital), in one or more capital increases to named investors chosen by the Board of Directors. Such capital increases shall be executed at or near the current stock price on the Oslo Stock Exchange. The power of attorney can also be used in rights issues or public offerings.

The Board of Directors also asks the Annual General Meeting to give the Board of Directors power of attorney to take up convertible loans with a total principal amount limited upwards to NOK 3 billion (or a corresponding amount in another currency). Upon conversion the company's share capital can be increased by up to NOK 192,000 provided that the combined number of shares that are issued pursuant to this authorization and the authorization to issue new shares shall not in aggregate exceed 10% of the company's share capital.

The purpose of the authorizations is to provide the Board of Directors with financial flexibility (i) to finance further growth and strengthen the company's balance sheet, (ii) to offer shares or convertible loans to finance acquisitions, (iii) to offer shares as consideration in acquisitions where this is deemed a favorable form of settlement and (iv) to simplify the procedure in connection with capital increases to fulfil the company's obligations under its long term incentive program for employees.

To obtain flexibility, the Board of Directors propose that the authorizations include the right to set aside the shareholders' pre-emptive rights.

A) Power of attorney to the Board of Directors to issue new shares

The Board of Directors proposes that the Annual General Meeting approves the following resolution:

"The Board is, in accordance with the Norwegian Public Limited Liability Companies Act § 10- 14, hereby granted the power of attorney to increase the share capital in Nordic Semiconductor ASA by up to NOK 192,000 by issuing up to 19,200,000 shares with a par value of NOK 0.01. The shareholders' pre-emptive rights pursuant to the Norwegian Public Limited Liability Companies Act § 10-4 may be set aside.

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

The Board is authorized to modify article 5 of the Company's articles of association to reflect the new share capital of the Company when the power of attorney is used."

In the event of changes in the Company's share capital or number of shares, as a result of a share split, reverse split, share capital increase, share capital decrease, merger, demerger or similar action, the authorization shall be adjusted with respect to par value and number of shares in accordance with principles for contract adjustments and capital changes in the derivatives rules of the Oslo Børs. However, such amendments shall not be made in defiance of the Norwegian Public Limited Liability Companies Act restrictions upon the number of shares to be issued pursuant to a Board authorization.

The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2024, and 30 June 2024 at the latest. The authorization covers both cash and non-cash contributions. The authorization also covers the issue of shares in connection with a merger".

B) Power of attorney to the Board of Directors to take up convertible loans

The Board of Directors proposes that the Annual General Meeting approves the following resolution:

"The Board of Directors is, in accordance with the Norwegian Public Limited Liability Companies Act § 11-8, hereby granted the power of attorney to take up one or more loans which give the creditor the right to require issue of shares against payment in cash or against set-off of the claim (convertible loans) with a total principal amount of up to NOK 3 billion (or a corresponding amount in another currency). Subject to this total amount limitation, the authorization may be used on more than one occasion. The shareholders' pre-emptive rights pursuant to the Norwegian Public Limited Liability Companies Act § 11-4 may be set aside.

The company's share capital may be increased by up to NOK 192,000 as a result of the creditors' right to require issue of shares provided that the combined number of shares that are issued pursuant to this authorization and the power of attorney in agenda item 7 (A) shall not in aggregate exceed 10% of the company's current share capital. The Board is authorized to modify article 5 of the Company's articles of association to reflect the new share capital of the Company when the power of attorney is used."

In the event of changes in the Company's share capital or number of shares, as a result of a share split, reverse split, share capital increase, share capital decrease, merger, demerger or similar action, the authorization shall be adjusted with respect to par value and number of shares in accordance with principles for contract adjustments and capital changes in the derivatives rules of the Oslo Børs. However, such amendments shall not be made in defiance of the Norwegian Public Limited Liability Companies Act restrictions upon the number of shares to be issued pursuant to a Board authorization.

The power of attorney is given for the period from the date of this resolution up to the Annual General Meeting 2024, and 30 June 2024 at the latest. The terms of the subscription shall be decided by the Board of Directors".

CONCERNING ITEM 8 IN THE INVITATION

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

The Nomination Committee proposes to elect the following Board members for a 1-year term 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 shareholder-elected Board members is as follows:

Chair	a)	Birger Steen	re-election
Board members	b)	Inger Berg Ørstavik	re-election
	c)	Anita Huun	re-election
	d)	Jan Frykhammar	re-election
	e)	Snorre Kjesbu	new
	f)	Niels Anderskouv	new
	g)	Annastiina Hintsa	re-election

The report from the Nomination Committee can be found on the Company's webpage.

CONCERNING ITEM 9 IN THE INVITATION

ELECTION OF MEMBERS TO SERVE ON THE NOMINATION COMMITTEE

The Board proposes that the following Nomination Committee is elected for 1-year term to the Annual General Meeting 2024:

Nomination Committee members		Viggo Leisner (chair)	re-election
	b)	Eivind Lotsberg	re-election
	c)	Fredrik Thoresen	re-election

CONCERNING ITEM 10 IN THE INVITATION

APPROVAL OF COMPENSATION FOR THE BOARD OF DIRECTORS, THE NOMINATION COMMITTEE AND THE AUDITOR

The Board proposes, based on the recommendation of the Nomination Committee, that the Annual General Meeting approves the following resolution:

"As compensation for the period from the Annual General Meeting 2023 to the Annual General Meeting 2024 the following is approved (last year's numbers in brackets):

Chair of the Board	NOK	750,000 + NOK 462,750 in shares	(750,000) (NOK 405,000 in shares)
Board members elected by the shareholders	NOK	325,000 + NOK 160,625 in shares	(325,000) (NOK 137,500 in shares)
Board members elected by the employees	NOK	157,500	(150,000)

The share-based part of the compensation is paid after the AGM in 2023, and the number of shares shall be based on the tax adjusted amount due in NOK (respectively NOK 160,625 and NOK 462,750) divided by the share price at closing of the AGM day.

In addition, members of the Board with domicile in the United States will receive additional USD 3,150 (3,000) for each meeting taking place in the United States related to Company activities and a travel time allowance of USD 5,250 (5,000) for travels to Norway. If travel is difficult due to events such as Covid-19, compensation will be lowered to USD 2,625 (2,500) per ordinary meeting, due to inconvenient time difference. A travel time allowance of USD 1,050 (1,000) will be given to Board members for travels within Europe. Further, any costs incurred by the Board Members in relation to their participation as a member of the Board or any of the committees, will be reimbursed by the Company.

Nordic Semiconductor ASA has a policy of compensating members elected by the employees for the responsibility but not for the work associated with the Board position as this is assumed to be covered by their salaries.

As compensation for the period from the Annual General Meeting 2023 to the Annual General Meeting 2024 for participation in the Audit Committee the shareholder-elected Board Members will receive NOK 21,000 (20,000) for the Chair and NOK 10,500 (10,000) per meeting for a member.

As compensation for the period from the Annual General Meeting 2023 to the Annual General Meeting 2024 for participation in the People & Compensation Committee the shareholder elected Board Members will receive NOK 15,750 (15,000) (chair) and NOK 7,875 (7,500) (member) per meeting.

As compensation for the period from the Annual General Meeting 2023 to the Annual General Meeting 2024 for participation in the Sustainability Committee the shareholder elected Board Members will receive NOK 15,750 (chair) and NOK 7,875 (member) per meeting.

Participation for individual Board members in additional meetings with ad hoc committees is compensated with NOK 7,875 (NOK 7,500) per meeting. This also applies for participation in additional working group meetings for individual members in either Audit Committee, Sustainability Committee or People & Compensation Committee. Maximum payment for additional working group meetings is NOK 78,750 (75,000) per Board Member.

A compensation of NOK 63,000 (60,000) per member of the nomination committee is approved for the period from the Annual General Meeting 2023 to the Annual General Meeting 2024.

The compensation to the auditor which is listed in Note 5 to the annual financial statements for 2022 is approved."

CONCERNING ITEM 11 IN THE INVITATION

The Board of Directors has prepared a report on remuneration of leading personnel for the accounting year 2022, cf. the Norwegian Public Limited Companies Act section 6-16b. The report contains information on how the applicable guidelines for executive remuneration were practiced by the company and how members of the executive management team and leading personnel were remunerated in 2022. The report is subject to an advisory vote by the general meeting in accordance with section 5-6 (4) of the Norwegian Public Limited Companies Act. The report is available on the Company's website.

The Board of Directors proposes that the general meeting passes the following resolution:

"The Annual General Meeting endorsed the board of directors' remuneration report for 2022."

CONCERNING ITEM 12 IN THE INVITATION

APPROVAL OF THE BOARD OF DIRECTORS' REMUNERATION GUIDELINES AND POLICY FOR REMUNERATION OF SENIOR EXECUTIVES (12.1), AND ADVISORY VOTE OF THE LONG-TERM INCENTIVE PLAN FOR ALL EMPLOYEES (12.2)

The Board of Directors has prepared Remuneration Guidelines and Policy for Remuneration of Senior Executives of the Company. The guidelines have been prepared in accordance with the section 6-16a of the Norwegian Public Limited Liability Companies Act. The guidelines are subject to approval by the Annual General Meeting, cf. the Norwegian Public Limited Companies Act section 5-6, third paragraph. Although such guidelines only need formal approval every fourth year or if material changes have occurred, the Board considers it good corporate governance to seek approval annually. The guidelines are available on the Company's website.

The Board of Directors proposes that the Annual General Meeting approves the following resolution with respect to the Board of Director's Remuneration Guidelines and Policy for Remuneration of Senior Executives:

"The Annual General Meeting approves the Board of Director's Guidelines and Policy for Remuneration of Senior Executives."

The Board of Directors recommends to the Annual General Meeting that the Restricted Stock Unit ("RSU") Program is continued. Pursuant to the RSU Program, all employees of the Company or employees of subsidiaries of the Company will be allocated RSUs which shall vest over minimum 2 years and will be delivered to the employees at the vesting date at par value. It is proposed that the RSUs allocated to all employees (including Senior Executives) may have an aggregate nominal value corresponding to up to 1% of the Company's share capital, and delivery of RSUs to an employee is contingent on, among other things, that the employee's employment relationship with the Company has not been terminated. Delivery of RSUs to employees can either be consummated through issuance of new shares or through delivery of treasury shares.

The Board of Directors propose that the RSU Program for all employees shall subject to an advisory vote by the Annual General Meeting.

The Board of Directors proposes that the general meeting passes the following resolution:

"The Annual General Meeting endorsed the Board of Directors' RSU Program for all employees."

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 Annual General Meeting may be provided at the company's website, the company's financial statements, the auditor's report for 2022 and this summons with attachments have been made available on Nordic Semiconductor's website, nordicsemi.com/AGM2023. 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 896,670 treasury shares. Treasury shares have no voting rights.

Shareholders who are registered in the register of shareholders (VPS) or have reported and documented their acquisition of shares, and the acquisition is not impeded by provisions in the Articles of Association, 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.

Neither a beneficial shareholder nor a nominee is entitled to vote for shares that are registered in a VPS account belonging to a nominee, cf. Section 4-10 of the Norwegian Public Limited Liability Companies Act. In order to vote for the shares held through a nominee, such shares need to be reregistered from the nominee to the beneficial shareholder prior to the Annual General Meeting. Shares which are still registered on a nominee account at the date of the Annual General Meeting will not have the right to cast votes.

A shareholder is entitled to have a matter discussed at the Annual 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 Annual General Meeting. The Annual 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/AGM2023:

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

o The Board of Directors' proposed 2022 annual accounts of Nordic Semiconductor ASA, the consolidated accounts for the group, the Board of Directors' report and the auditor's report

o The Board of Director's Guidelines for Remuneration and Policy for Remuneration of Senior Executives

• o Remuneration Report for 2022
• o Guide for online participation

"Firma-/Etternavn, Fornavn " "c/o" "Adresse1" "Adresse2" "Postnummer, Poststed" "Land"

Ref no: "Refnr" PIN - code: "Pin"

Notice of Annual General Meeting

Annual General Meeting in Nordic Semiconductor ASA will be held on April 20, 2023 at 09:15 am CEST as a virtual meeting.

The shareholder is registered with the following amount of shares at summons: "Beholdning" and vote for the number of shares registered in Euronext per Record date April 19, 2023.

The deadline for electronic registration of advance votes, proxy of and instructions is April 19, 2023 at 4:00 pm CEST.

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/AGM2023 using 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 euronextvps.no 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:

If you have advance votes, you use the first picture (grey boxes), otherwise use the next picture

"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 through https://dnb.lumiagm.com/102181030 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: "Refnr" PIN-code: "Pin"

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 genf@dnb.no (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 April 19, 2023 at 4:00 pm (CEST) 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.

"Firma-/Etternavn, Fornavn " shares would like to be represented at the annual 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 Annual General Meeting April 20, 2023	For	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 Approval of annual financial statements and the Board's report, including consolidated accounts and year-end allocations, for 2022			
5 Consideration of the Board of Director's report on corporate governance.		No voting
6 Power of attorney for purchase of the Company's own shares			
7 Power of attorney to the Board to
a) Issue new shares			
b) Take up convertible loans			
8 Election of members to serve on the Board of Directors
a) Chair: Birger Kristian Steen (re-election)			
b) Board Member: Inger Berg Ørstavik (re-election)			
c) Board Member: Anita Huun (re-election)			
d) Board Member: Jan Frykhammar (re-election)			
e) Board Member: Snorre Kjesbu (new)			
f) Board Member: Niels Anderskouv (new)			
g) Board Member: Annastiina Hintsa (re-election)			
9 Election of members to serve on the nomination committee:
a) Chair: Viggo Leisner (re-election)			
b) Member: Eivind Lotsberg (re-election)			
c) Member: Fredrik Thoresen (re-election)			
10 Approval of compensation to the Board, the nomination committee and the auditor
a) Approval of compensation to the Board			
b) Approval of compensation to the nomination committee			
c) Approval of compensation to the auditor			
11 Advisory vote on the Board of Director's Remuneration Report 2022			
12.1 Approval of the Board of Director's Guidelines and Policy for Remuneration of Senior Executives			
12.2 Advisory vote of the long-term equity-linked incentive plan for all employees			

The form must be dated and signed