Nordic Semiconductor

Remuneration Information • Mar 20, 2024

REMUNERATION REPORT 2023

Content

• Introduction Summary of key disclosures Remuneration linked to business strategy Board of Directors Remuneration Executive Management Team Remuneration Comparative overview Statement by the Board of Directors 3 5 7 8 11 18 20
• Independent auditor's assurance report 21

Introduction

Preface and purpose

On behalf of the Board of Directors ("the Board" or "BoD") of Nordic Semiconductor ASA ("Nordic" or "the Group"), the People and Compensation Committee ("PCC") is pleased to present the Remuneration Report for 2023 ("Remuneration Report" or "the Report").

The purpose of the Report is to provide a comprehensive, clear, and understandable overview of total remuneration to Senior Executives and Non-Executives in the Group, defined as Executive Management Team ("EMT") and Board members, for the financial year 2023. The Report has been prepared in accordance with the Norwegian Public Limited Liability Act 1997 section 6–16 b, the Norwegian Regulation on Guidelines and Report on Remuneration of Leading Employees of 2020 (Nw.: Forskrift om retningslinjer og rapport om godtgjørelse for ledende personer) section 6, [and the Norwegian Accounting Act section 7–31b] ("the Regulation").

The Report demonstrates how the remuneration is aligned with the "The Board of Directors' Remuneration Guidelines and Policy for Remuneration of Senior Executives 2023" (Remuneration Guidelines and Policy), available on the Group website, adopted by the 2023 Annual General Meeting ("AGM"), and how the remuneration is linked to the performance of the Group.

Attracting, developing, and retaining highly skilled and motivated employees is the foundation of the Group's business. To successfully implement the Group's business strategy, deliver on our strategic priorities, and secure the long-term interests of shareholders, it is important that the Group offer its senior executives relevant, marketcompetitive total remuneration packages.

Remuneration Report 2023

The information included in the Report is derived from the audited Annual Report of Nordic Semiconductor for the financial year 2023. The Report also contains additional information to meet the requirements of the Regulation and to explain Board and EMT remuneration. All amounts in tables are in NOK 1,000, unless otherwise specified. Nordic's functional currency is USD, but remuneration to the Board and EMT is denominated and paid in NOK. To be able to compare numbers over time, remuneration is presented in NOK throughout this Report, to avoid effects of currency fluctuations.

Group performance in 2023

Throughout 2023, Nordic Semiconductor faced a challenging market environment with increased unpredictability in demand trends. Total revenue declined by 30% from USD 777 million in 2022 to USD 543 million in 2023. EBITDA for 2023 amounted to USD 49.0 million, a decline from USD 205.7 million in 2022. This change can be attributed to lower gross profit as a result of decrease in revenue and lower gross margin.

However, despite a persistent cyclical downturn that led to a decline in revenue, Nordic successfully maintained its gross margins above the long-term target. The tier-1 customer base continued to demonstrate strong demand, underscoring the resilience and value of existing partnerships. Amidst these challenging conditions, Nordic launched exciting new products and completed strategic acquisitions, laying a robust foundation for future growth. These initiatives signaled Nordic's commitment to innovation and strategic positioning to capitalize on market recovery.

For further details on the Group's performance in 2023, please see the Group's Annual Report for 2023.

Remuneration 2023 changes

In this section, we provide a summary of the most important remuneration changes during 2023:

Board of Directors

The Nomination Committee reviewed remuneration levels for BoD members with relevant peer companies in Norway. Given the strong rise in Norwegian CPI in 2022 combined with the need of keeping and attracting relevant, top qualified candidates, the Nomination Committee suggested to increase the remuneration for 2023 by about 5%.

Changes to Board remuneration from the board period 2022–2023 to 2023–2024 were:

■ The Chair's fixed compensation in the form of company shares was increased from NOK 405,000 to NOK 462,750

• The shareholder elected BoD members' fixed compensation in the form of company shares was increased from NOK 137,500 to NOK 160,625
• The employee elected BoD members' fixed compensation was increased from NOK 150,000 to NOK 157,500
• Participation compensation for individual Board members in the committee meetings:
  • Audit committee: Increased from NOK 20,000 to NOK 21,000 for the Chair and NOK 10,000 to NOK 10,500 for a member.
  • People & Compensation Committee: Increased from NOK 15,000 to NOK 15,750 for the Chair and NOK 7,500 to NOK 7,875 for a member.
  • Sustainability committee: NOK 15,750 for the Chair and NOK 7,875 for a member.
• Participation for individual Board members in additional meetings with ad hoc committees is compensated with NOK 7,875 per meeting up from NOK 7,500 last period. This also applies for participation in additional working group meetings for individual members in either Audit Committee or PCC. Maximum payment for additional working group meetings is NOK 78,750 per Board Member, up from NOK 75,000 last period.

Executive Management Team

Base salary: In 2023, EMT members did not receive a base salary increase as part of the company's overall cost-conscious approach. However, Kjetil Holstad received a 28.6% base salary increase following his promotion to EVP Strategy & Product Management, effective from July 1, 2023.

Compliance with the Remuneration Guidelines and Policy

The remuneration of the Board and the EMT complies with the Remuneration Guidelines and Policy adopted by the Annual General Meeting in April 2023, without any deviations. This includes a clawback agreement for all members of the EMT, stating that any remuneration paid or delivered under incentive schemes such as shares, options or cash, and any vested right to such remuneration, are subject to clawback by the Group in case of breach with the guidelines.

Summary of key disclosures

Nordic Semiconductor's Remuneration Report provides full disclosure of the Group's remuneration provided to the Board and the EMT.

A summary of these disclosures is provided below.

Remuneration of the Chair and the members of the Board

The Chair and the shareholder-elected members of the Board receive a fixed annual board fee as well as a fixed compensation delivered through company shares. At the AGM in 2022, it was decided to change the transfer date from delivering the shares after the period of service to before the period commences. As such, in connection with the 2023 AGM, the Board members received shares for both the 2022/2023 period and the 2023/2024 period. As a result, the 2023 amount includes payment for two periods. In addition, two Board members resigned during the 2023/2024 period due to personal reasons.

The employee-elected board members receive a fixed annual board fee. Below is a summary of the total remuneration (fixed board fees, committee fees, company shares, and travel and time-zone compensation) provided to the members of the Board for the last two years.

A fixed annual fee for three members of the Nomination Committee, neither of whom is a member of the Board, was increased from NOK 60,000 to NOK 63,000.

	2023 Remuneration	2022 Remuneration
Birger Steen
Chair	1,331	1,587

	2023 Remuneration	2022 Remuneration
Board of directors	4,930	6,353

Remuneration of the CEO

The CEO's salary was reviewed and recommended by the Board's People and Compensation Committee ("PCC") based on the scope and nature of the position, the CEO's qualifications, and external benchmarking analysis. It was put forward for decision and approved by the Board.

The remuneration of the CEO consists of fixed remuneration (base salary and benefits) and variable remuneration (Short- and long-term incentives - "STI" and "LTI").

The CEO and the Company entered into a severance agreement on December 12th, 2023, subsequent to the CEO's resignation. Last working day for the CEO was December 31, 2023, however a severance pay was part of the agreement.

The terms of the agreement include a continuation of the CEO's salary for one year, a severance payment equivalent to 18 months of salary, and a pro rata cash compensation for RSUs and PSUs. The total value of the package, inclusive of taxes, is NOK 15,399 thousand. This amount has been accrued for in the 2023 Financial Statements.

In the following presentation of CEO remuneration, continued salary for one year after last working day and severance pay are excluded.

	Year	Total Fixed*	Bonus/STI	Options	RSU & PSU	Total**
Svenn-Tore Larsen	2023	5,246			-2,524	2,722
Chief Executive Officer	2022	5,285	1,777	686	2,567	10,315

*Including salary, fixed allowances, pension, and benefits.

**The decrease of total remuneration is due to termination of LTI plan as a result of termination.

Remuneration of the Executive Management Team (including the CEO)

The remuneration of members of the EMT was reviewed and supported by the PCC, and consists of fixed remuneration (base salary, fixed allowances, pension, and benefits) and variable remuneration (STI and LTI). Variable remuneration is impacted by performance assessment found in section "Achievement of STI KPIs in 2023" below.

EMT members	Year	Total Fixed*	Bonus/STI	Options	RSU & PSU	Total
EMT including the	2023	29,657	0	0	4,993	34,650
CEO	2022	29,564	9,217	2,877	11,232	52,890

*Including salary, fixed allowances, pension, and benefits.

Remuneration linked to business strategy

Remuneration Guidelines and Policy

The purpose of the Remuneration Guidelines and Policy is to advance the Group's objectives for good corporate governance as well as sustained and long-term value creation for shareholders by providing a fundament for attraction and retention of relevant senior executives.

The Remuneration Guidelines and Policy are reviewed annually in conjunction with the Group's People and Performance Review process by the PCC and the full Board, and adjusted if needed, to reflect changes in regulatory requirements, expectations of stakeholders, and the Group's strategic priorities.

Remuneration linked to mission and strategy

Nordic's mission is to provide world class connectivity solutions including ultra-low power proprietary, Bluetooth® Low Energy, Wi-Fi®, and cellular IoT.

The Group links remuneration to specific Key Performance Indicators (KPIs) and objectives in the belief that this makes our mission and strategy more likely to be attained. As an example, Environment, Social and Governance are important focus areas for the Group and our employees. Including ESG objectives as KPIs is aimed at increasing employee engagement and contribute to a better business outcome.

Corporate Governance

Key remuneration decisions are made by the Board. The PCC operates as a preparatory committee for the Board in matters concerning remuneration. The PCC reviews, analyzes, discusses, evaluates, and recommends remuneration principles and decisions to the Board. Furthermore, the PCC evaluates and oversees the overall compensation strategy for the Group and secures Board oversight in other people and organization-related matters. The CEO's total compensation and any adjustments hereto, are reviewed and recommended by the PCC and then decided by the Board. The Board considers CEO compensation each year.

The PCC monitors trends in the Group's salary and bonus policies and practices. It monitors the short- and long-term incentive programs to ensure that they promote ongoing, long-term shareholder value creation, and compliance with the Remuneration Guidelines and Policy.

The PCC consisted of the following Board members during 2023:

• Endre Holen (Chair) until April 2023
• Annastiina Hintsa (Chair) from April 2023
• Birger K. Steen
• Morten Dammen

The CFO and the EVP People & Communication are regular participants in the PCC. EVP People & Communication acts as secretary to the PCC. Other relevant contributors participate in meetings upon request by the PCC.

The PCC meets a minimum of four times a year. During 2023, five meetings were held with full member attendance.

Board of Directors Remuneration

In line with market practice, members of the Board receive an annual fixed base fee. In addition, the shareholder-elected Board members receive an additional annual fixed fee through company shares. Each Chair and members of the three Board committees receive a fixed fee per committee meeting. Furthermore, USD 5,250 is paid per meeting for intercontinental travels, and USD 1,050 for European travel per meeting. Members of the Board with domicile in the United States receive USD 3,150 for each meeting taking place in the United States related to corporate activities.

Shareholder-elected members of the Board are not entitled to any variable- or performance related remuneration or pension contributions.

Employee-elected members of the Board, in their roles as employees of Nordic Semiconductor, are entitled to variable remuneration and staff benefits like their peers in the Group. Only remuneration related to their role as employee-elected members of the Board is disclosed in this Report.

Remuneration to the Board is decided by the Annual General Meeting ("AGM") based on the Nomination Committee's recommendation. The annual fees of the members of the Board take into account the required competencies, effort, and scope of work.

All members of the Board are non-executive directors at Nordic Semiconductor.

The annual fixed board fee assumes that the respective directors serve the whole election period of one year.

The Board period in Nordic Semiconductor is one year from the AGM to the following year's AGM. The AGM typically takes place end of April each year.

Board fee structure for board periods 2022–2023 and 2023–2024

Board fees	Board period	Annual fixed board fee	Shares	Total annual Board remuneration
Chair	2023-2024	750	463	1,213
	2022-2023	750	405	1,155
Member, shareholder-elected	2023-2024	325	161	486
	2022-2023	325	138	463
Member, employee-elected	2023-2024	158		158
	2022-2023	150		150

The remuneration paid in the board periods 2022-2023 and 2023- 2024 for the members of the different committees of the Board is outlined in the table below. The amounts are fixed fees per meeting.

Committee fees	Board period	Audit Committee	People and Compensation Committee	Sustainability Committee
Committee	2023-2024	21.0	15.8	15.8
chair	2022-2023	20.0	15.0	N/A
Member	2023-2024	10.5	7.9	7.9
	2022-2023	10.0	7,5	N/A

Name and position	Year	Annual base fee	Audit Committee**	PCC**	Sustainability Committee	Other committee meetings	Fixed annual cash as shares***	Travel allowance and time-zone comp	Total remuneration
Shareholder-elected
Birger Steen	2023	750	42	39		15	463	22	1,331
Chair	2022	750		53			755	29	1,587
Øyvind Birkenes	2023	108			15				123
Board member	2022	325				23	253		601
Jan Frykhammar	2023	163	60			23	161	22	429
Board member	2022	325	160				253	29	767
Annastiina Hintsa	2023	325		47	31		161	33	597
Board member	2022	325				8	253	20	606
Endre Holen	2023	108		30				52	190
Board member	2022	325		105			253	185	868
Anita Huun	2023	325	114			32	161		632
Board member	2022	325	80				253		658
Inger Berg Ørstavik	2023	325	62		47	8	161		603
Board member	2022	325	80			8	253		666
Snorre Kjesbu	2023	217					161	27	405
Board Member	2022

Board of Directors remuneration for the financial years 2022 and 2023 – audited*

Employee-elected
Morten Dammen	2023	155						155
Board member	2022	150						150
Jon Helge Nistad	2023	155						155
Board member	2022	150						150
Anja Dekens	2023	155						155
Board member	2022	100						100
Gro Fykse	2023	155						155
Board member	2022	100						100
Susheel Nuguru	2023	0						0
Board member	2022	50						50
Joel Stapleton	2023	0						0
Board member	2022	50						50
	2023	2,724	278	116	78	1,268	156	4,930
Total Board Remuneration	2022	3,300	320	158	39	2,273	263	6,353

*The Board's compensation is paid in NOK. The Board's compensation shown in the above table covers the total remuneration expensed during the calendar year 2023, which includes one quarter from the 2022-2023 Board period, and three quarters from the Board period 2023-2024.

**There are six ordinary Audit Committee meetings and one extraordinary, and a minimum of four ordinary PCC meetings during a year. 2023 includes payments for committee meetings in the board period 2022-2023 and committee meetings up until December 2023. 2022 includes payments for committee meetings in the board period 2021-2022.

***A part of the annual compensation to the Board is paid with ordinary shares in Nordic Semiconductor ASA. At the AGM in 2022, it was decided to change the transfer date from delivering the shares after the period of service to before the period commences. As such, in connection with the 2023 AGM, the Board members received shares for both the 2022/2023 period and the 2023/2024 period. As a result, the 2023 amount includes payment for two periods.

Executive Management Team Remuneration

11

CEO and EMT remuneration is reviewed by the PCC and resolved by the Board.

Members of the EMT receive remuneration in alignment with the Group's Remuneration Guidelines and Policy. No remuneration from responsibilities related to other entities of the Group is received.

Benchmarks are conducted in the respective relevant market for each position. Any proposal for adjusting remuneration components for the CEO, as well as for other members of the EMT, is presented to, reviewed, and discussed by the PCC, and submitted for decision to the Board.

Variable incentive programs are discretionary to the Board subject to overall Group performance and earnings.

Element	Objective	Remuneration level	Performance measure
Fixed base salary	Align with relevant markets to attract and retain qualified executives.	Fair and competitive according to market relevance for the respective positions.	Normally subject to annual review based on an evaluation of the individual's overall performance and contribution to the Group's goals.
Short-term incentive (STI)	Support and incentivize the EMT to deliver on the annual strategic objectives, short term interests, and sustainability of the Group.	The target bonus amount for the CEO and EVP Sales & Marketing is 45% of their fixed base salary. For the rest of the EMT the amount is 40%. The maximum STI attainment is 58.5% and 52% respectively.	The bonus for the CEO and EMT is determined by the Group's performance on a pre-defined set of KPIs: - Financial (75%) - ESG (12.5%) - Individual (12.5%)
Long-term incentive (LTI)	Support the multi-year strategic objectives, long-term interests, and sustainability of the Group. Retention of key executives.	LTI value target of 55% for the CEO and 45% for the EMT of the annual fixed base salary at the time of grant, divided 50/50 between RSUs and PSUs. Three year vesting period.	The following Group and individual objectives determine the amount of PSUs given at vesting date, ranging from 0-200% performance and payout. Based on an assessment of KPI's on these parameters: - Financial (80%) - ESG (20%)
Insurance and other benefits	Market competitiveness	The EMT is covered by the Group's competitive insurance policies. Other benefits include company phone.	N/A
Pension	Market competitiveness	The EMT have a defined contribution pension plan, consisting of a contribution of 7% of salary up to 7.1 basis points (G) and 18% of salary above 7.1 G.	N/A
Severance pay	Market relevance and executive retention	Severance pay equivalent to one year's base salary is agreed to be paid to the CEO and EMT members in case of involuntary termination within 12 months after a potential merger or acquisition.	N/A

Remuneration structure, objectives and performance measures

			Fixed remuneration Variable remuneration					Total	Ratio
Name and position	Year	Base salary	Other remuneration	Pension	Benefits	Total fixed remuneration	Bonus/ STI*	2019 Options & PSU****	RSU & PSU****	Total variable remuneration	Total remuneration	Fixed vs. variable
Svenn-Tore Larsen*	2023	4,458		773	15	5,246			-2,524	-2,524	2,722	193% / -93%
Chief Executive Officer	2022	4,430		837	18	5,285	1,777	686	2,567	5,030	10,315	51% / 49%
Pål Elstad	2023	2,641		417	36	3,094			1,094	1,094	4,188	74% / 26%
CFO/EVP Finance	2022	2,625		408	35	3,068	939	330	1,193	2,462	5,530	55% / 45%
Katarina Finneng	2023	2,202		329	31	2,562			909	909	3,471	74% / 26%
EVP People & Communication	2022	2,187		338	30	2,555	802	10	987	1,799	4,354	59% / 41%
Marianne Frydenlund**	2023
SVP Legal	2022	1,162		87	12	1,261		180		180	1,441	88% / 12%
Kjetil Holstad	2023	2,246		277	41	2,564			836	836	3,400	75% / 25%
EVP Strategy & Product Mgmt	2022	1,950		288	31	2,269	707	196	837	1,740	4,009	57% / 43%
Geir Langeland	2023	2,812		447	42	3,301	0	0	1,346	1,346	4,647	71% / 29%
EVP Sales & Marketing	2022	2,790		481	39	3,310	1,137	345	1,444	2,926	6,236	53% / 47%
Ole Fredrik Morken**	2023	2,549	527	288	33	3,397	0	0	835	835	4,232	80% / 20%
EVP Supply Chain	2022	2,392	527	300	30	3,249	716	275	939	1,930	5,179	63% / 37%
Svein Egil Nielsen	2023	2,985		486	48	3,519			1,237	1,237	4,756	74% / 26%
CTO/EVP R&D	2022	2,967		498	36	3,501	1,077	392	1,348	2,817	6,318	55% / 45%
Ebbe Rømcke**	2023					0				0	0
SVP Quality & Sustainability	2022	1,134		154	9	1,297	622	220	800	1,642	2,939	44% / 56%
Ståle Ytterdal***	2023	1,775	90	230	35	2,130			727	727	2,857	75% / 25%
SVP Investor Relations	2022	1,770	180	242	38	2,230	626	243	810	1,679	3,909	57% / 43%
Linda Pettersson**	2023	1,625		216	15	1,856			172	172	2,028	92% / 8%
SVP Legal & Compliance	2022	706		95	15	816	387		35	422	1,238	66% / 34%
Ola Boström**	2023	1,742		215	31	1,988			361	361	2,349	85% / 15%
SVP Quality	2022	638		84	1	723	427		272	699	1,422	51% / 49%
	2023	25,035	617	3,678	327	29,657	—	—	4,993	4,993	34,650	86% / 14%
Total earned	2022	24,751	707	3,812	294	29,564	9,217	2,877	11,232	23,326	52,890	56% / 44%

Total remuneration for members of the Executive Management Team 2023 and 2022 – audited

*In this presentation CEO remuneration, continued salary for one year after last working day and severance pay are excluded.

**Fixed allowance is expenses living abroad (expat allowance and travel).

***Fixed allowance for being Representative officer for Nordic's China offices.

****Expense cost options, PSUs and RSUs. The value of stock options remaining from the 4-year option program that commenced in 2016. 2022 was the final year the EMT realized these options.

*****Bonus earned during 2022 and paid out in 2023. No bonus earning 2023.

******Marianne Frydenlund and Ebbe Rømcke are no longer a part of the EMT by year end 2022. Linda Pettersson and Ola Boström joined the EMT during 2022, in July and August respectively. Remuneration is only reflected for the EMT related employment.

Variable remuneration

This section provides further information on the variable remuneration for the EMT. Nordic Semiconductor offers performance-based variable remuneration to motivate desired behavior and performance, and to ensure alignment with shareholder interests.

Short-term incentives reflect the performance of the financial year against annually agreed KPIs, while long-term incentives are used to ensure alignment with shareholder interests on a longer time horizon. STI, LTI, and any other incentive arrangements are at the discretion of the Board and subject to overall Group performance and earnings.

Short-term incentives

The short-term incentive program is a variable cash-based incentive scheme with a term of 12 months. Bonus target levels are analyzed and benchmarked to relevant markets. The target bonus amount for the CEO and EVP Sales & Marketing is 45% of their fixed base salary. For the rest of the EMT, the target amount is 40% of the base salary. The maximum STI attainment is 58.5% and 52% of base salary, respectively.

The STI rewards for members of the EMT are based on the attainment of performance targets supporting the Group strategy and priorities. The targets comprise a number of KPIs that are defined at the beginning of the year in collaboration between the administration and the PCC, finally decided by the Board. The KPIs are subject to change at the Board's discretion for continued relevance and alignment with shareholder interests.

On an annual basis, the Board undertakes the exercise of ensuring that the annual STI measures are aligned with the long-term ambitions, and that annual targets are sufficiently challenging to achieve in the context of Nordic Semiconductor's strategy.

Achievement of STI KPIs in 2023

The short-term incentive 2023 program has an EBITDA underpin of 10%. I.e. if actual EBITDA is below 10% no payment is made. Reported EBITDA margin for 2023 ended at 9%. Based on this, no bonus will be paid out. In the following table we have outlined KPI achievement.

The 2023 performance KPIs summarized below for the EMT include both financial (75%) and non-financial (25%) measures evaluated after confirmation of the year-end financial results. Financial targets are measured against results audited by Nordic Semiconductor's external auditor. Non-financial targets are, where relevant, validated and evaluated by third parties. The targets are set and performance is evaluated by the PCC and resolved by the Board.

Assessment of the individual performance of each member of the EMT is considered by the CEO and endorsed by the Board. The PCC considers and endorses all bonus amounts in the Group's incentive programs before assessments and amounts are submitted for approval by the Board.

Ordinary STI plan KPIs	Weight	Results
Core revenue vs. budget	30%	Below target
New revenue vs. budget	20%	Below target
EBITDA	25%	Below target
ESG	12.5%	Below target
Individual objectives	12.5%	N/A

Long-term incentives

For the EMT, the LTI program consists of a 50/50 combination of RSUs and PSUs, with a vesting period of three years. In order to receive the RSUs and PSUs, the EMT member must remain employed in the Group at the vesting date, without termination date. In addition, the PSUs are conditional upon the achievement of corporate and individual KPIs. The maximum payout for the PSUs is 200% upon maximum overall weighted achievement of the set KPIs. The payout is 0% if the overall weighted achievement of the set KPIs is below the threshold level.

Retention, and supporting the multi-year strategic objectives, longterm interests, and the sustainability of the Group, are important purposes with the LTI program. Aligning the interests of the EMT with the interests of shareholders and other relevant stakeholders, is crucial. The PSU KPIs are therefor designed to contribute to a better business outcome. This means, revenue growth and share price development comprise the bulk part of the PSU KPIs, in addition to company wide ESG KPIs.

RSU and PSU grants awarded to the Executive Management Team for 2023 and 2022 – audited

All the numbers in the table below are in whole numbers. All RSUs and PSUs from 2023, 2022 and 2021 are outstanding as of 31.12.2023 unless they have been terminated.

		RSU							PSU
Executive Management Team	Grant year	Outstanding 31.12.2022	Vested	Awarded	Terminated	Outstanding 31.12.2023	Payout value	Outstanding 31.12.2022	Performance adjusted	Vested	Awarded	Terminated	Outstanding 31.12.2023	Payout value
Svenn-Tore Larsen *	2020	10,621	10,621				1,201,991	10,621	8,498	19,119				2,163,720
Chief Executive Officer	2021	10,933			10,933			6,213				6,213
	2022	6,532			6,532			6,532				6,532
	2023			9,184	9,184						9,184	9,184
Pål Elstad	2020	6,345	6,345				718,071	6,345	5,077	11,422				1,292,641
CFO/EVP Finance	2021	3,056				3,056		3,056					3,056
	2022	3,193				3,193		3,193					3,193
	2023			4,520		4,520					4,520		4,520
Katarina Finneng	2020	5,241	5,241				593,130	5,241	4,192	9,434				1,067,657
EVP People & Communication	2021	2,524				2,524		2,524					2,524
	2022	2,662				2,662		2,662					2,662
	2023			3,769		3,796					3,769		3,769
Linda Petterson	2022	598				598
SVP Legal & Compliance	2023			2,823		2,823					2,823		2,823
Kjetil Holstad	2020	4,276	4,276				483,920	4,276	3,421	7,697				871,079
EVP Strategy & Product Mgmt	2021	2,156				2,156		2,156					2,156
	2022	2,380				2,380		2,380					2,380
	2023			4,332		4,332					4,332		4,332
Geir Langeland	2020	6,621	6,621				749,920	6,621	5,297	11,918				871,079
EVP Sales & Marketing	2021	6,139				6,139		3,189					3,189
	2022	3,379				3,379		3,379					3,379
	2023			4,783		4,783					4,783		4,783

Ole Fredrik Morken	2020	5,241	5,241			593,130	5,241	4,193	9,434				1,067,567
EVP Supply Chain	2021	2,325			2,325		2,325					2,325
	2022	2,429			2,429		2,429					2,429
	2023			3,439	3,439					3,439		3,439
Svein Egil Nielsen	2020	7,172	7,172			811,664	7,172	5,738	12,911				1,461,153
CTO/EVP R&D	2021	3,455			3,455		3,455					3,455
	2022	3,609			3,609		3,609					3,609
	2023			5,110	5,110					5,110		5,110
Ola Bostrøm**	2022	2,455	1,074		1,381
SVP Quality	2023			2,946	2,946					2,946		2,946
Ståle Ytterdal	2020	4,414	4,414			499,538	4,414	3,532	7,946				899,258
SVP Investor Relations	2021	2,066			2,066		2,066					2,066
	2022	2,087			2,087		2,087					2,087
	2023			2,955	2,955					2,955		2,955

*RSUs/PSUs are forfeited when leaving the company.

**Ola Bostrøm has vested RSUs in 2023 which was awarded before he joined the EMT.

Comparative overview

The following tables show the total remuneration of the EMT and the Board over the past five reported financial years, in comparison with some selected corporate performance measures and average base salary increases for all employees in Norway excl. EMT. For comparison purposes, the figures have been annualized.

Comparison of total remuneration and Group performance over the past five reported financial years – audited

Executive Management Team	2023	Change %	2022	Change %	2021	Change %	2020	Change %	2019
Svenn-Tore Larsen, Chief Executive Officer****	2,722	(73.6)%	10,316	17.4%	8,790	32.6%	6,629	41.5%	4,684
Pål Elstad, CFO/EVP Finance	4,188	(24.3)%	5,529	13.2%	4,885	21.9%	4,009	16.9%	3,429
Katarina Finneng, EVP People & Communication	3,471	(20.3)%	4,355	12.8%	3,861	27.5%	3,028	29.2%	2,344
Marianne Frydenlund, SVP Legal*				(100.0)%	3,094	25.3%	2,469	26.2%	1,957
Kjetil Holstad, EVP Strategy & Product Management	3,400	(15.2)%	4,009	15.1%	3,484	27.0%	2,744	18.2%	2,322
Geir Langeland, EVP Sales & Marketing	4,647	(25.5)%	6,237	15.2%	5,415	28.0%	4,231	23.3%	3,432
Ole Fredrik Morken, EVP Supply Chain	4,232	(18.3)%	5,180	9.6%	4,728	12.5%	4,203	16.3%	3,614
Svein Egil Nielsen, CTO/EVP R&D	4,756	(24.7)%	6,319	14.5%	5,520	22.2%	4,518	26.0%	3,585
Ebbe Rømcke, SVP Quality & Sustainability*				(100.0)%	3,417	22.4%	2,792	17.0%	2,386
Ståle Ytterdal, SVP Investor Relations	2,857	(26.9)%	3,908	7.7%	3,630	18.9%	3,052	21.1%	2,520
Linda Pettersson, SVP Legal & Compliance*	1,796	(42.4)%	3,118
Ola Boström, SVP Quality*	2,118	(37.6)%	3,392
Total EMT remuneration	34,187	(34.7)%	52,363	11.8%	46,824	24.3%	37,675	24.5%	30,273
Performance indicator
Revenue (in USD 1,000)	542,869	(30.1)%	776,734	27.2%	610,528	50.7%	405,217	40.5%	288,395
Operating profit (in USD 1,000)	4,702	(97.1)%	161,602	85.9%	86,920	90.1%	45,714	393.0%	9,272
Average base salary FTE in Norway (excl. EMT)**	816	2.5%	796	6.4%	748	5.7%		5.1%
Average base salary increases for EMT***		2.0%		6.3%		7.2%		10.6%

*Marianne Frydenlund joined the EMT in May 2018, and left in July 2022. Linda Pettersson joined the EMT in July 2022. Ebbe Rømcke left EMT August 2022, Ola Boström Joined the EMT in August 2022.

**In addition to base salary, employees also received other remuneration elements, such as STI, LTI, and pension in all the years highlighted in the above table.

***Salary increase numbers for EMT includes both ordinary and promotional increases as several members joined EMT and/or got new roles within EMT the last 5 years.

*****In this presentation CEO remuneration, continued salary for one year after last working day and severance pay are excluded.

Board of Directors	2023	Change %	2022	Change %	2021	Change %	2020	Change %	2019
Birger Steen, Chair	1,331	(16.0)%	1,587	32.6%	1,196	6.8%	1,120	22.5%	914
Øyvind Birkenes, Shareholder-elected board member (Until April 2023)	123	(80.0)%	601	39.5%	430	7.5%	400	—%	400
Jan Frykhammar, Shareholder-elected board member (Until July 2023)	429	(44.0)%	767	16.3%	659	30.4%	505	15.0%	439
Annastiina Hintsa, Shareholder-elected board member	597	(1.0)%	606	40.7%	430	7.5%	400	22.7%	326
Endre Holen, Shareholder-elected board member (Until April 2023)	190	(75.0)%	868	7.1%	810	70.6%	475	2.2%	465
Anita Huun, Shareholder-elected board member	632	(4.0)%	658	17.4%	560	19.1%	470	33.1%	353
Inger Berg Ørstavik, Shareholder-elected board member	603	(9.0)%	666	18.8%	560	19.1%	470	7.1%	439
Snorre Kjesbu, Shareholder-elected board member (From May 2023)	407
Craig Ochikubo, Shareholder-elected board member (until April 2019)									221
Anne Marit Panengstuen, Shareholder-elected board member (until September 2019)									221
Tore Valderhaug, Vice-Chair and Board member (until April 2019)									400
Morten Dammen, Employee-elected board member (From May 2019)	155	3.0%	150	—%	150	12.8%	133	77.3%	75
Jon Helge Nistad, Employee-elected board member	155	3.0%	150	—%	150	12.8%	133	33.0%	100
Anja Dekens, Employee-elected board member (From May 2022)	155	55.0%	100
Gro Fykse, Employee-elected board member (From May 2022 until December 2023)	155	55.0%	100
Susheel Nuguru, Employee-elected board member (until April 2022)			50	(66.7)%	150	12.8%	133	33.0%	100
Joel Stapleton, Employee-elected board member (until April 2022)			50	(66.7)%	150	33.3%	113
Joakim Ferm, Employee-elected board member (until April 2018)									25
Asbjørn Sæbø, Employee-elected board member (until April 2019)							25	(75.0)%	100
Total Board of Directors remuneration	4,932	(22.4)%	6,353	21.1%	5,245	19.8%	4,377	(4.4)%	4,578
Performance indicator
Revenue (in USD 1,000)	542,869	(30.1)%	776,734	27.2%	610,528	50.7%	405,217	40.5%	288,395
Operating profit (in USD 1,000)	4,702	(97.1)%	161,602	85.9%	86,920	90.1%	45,714	393.0%	9,272
Average base salary FTE in Norway (excl. EMT)	816	2.5%	796	5.7%	748	5.1%		6.6%
Average base salary increases for EMT		2.0%		6.3%		7.2%		10.6%

Comparison of remuneration of the Board over the past five reported financial years – audited

Statement by the Board of Directors

Today, the Board of Directors have considered and approved the Remuneration Report of Nordic Semiconductor ASA for the financial year 1 January–31 December 2023.

The Remuneration Report 2023 has been prepared in accordance with the Norwegian Public Limited Liability Act 1997 section 6-16 b, the Norwegian Regulation on Guidelines, and Report on Remuneration of Leading Employees of 2020.

The 2022 Remuneration Report was approved by the annual general meeting with approximately 94% favorable votes. Following the broad approval, no significant amendments were made to the Remuneration Guidelines and Policy.

In our opinion, the Remuneration Report 2023 is in accordance with the Remuneration Guidelines and Policy adopted at the annual general meeting, and is free from material misstatement and omissions, whether due to fraud or error.

The Remuneration Report 2023 is subject to submission for an advisory vote at the annual general meeting in April 2024.

March 19, 2024

Anita Huun Birger Steen Inger Berg Ørstavik Board member Chair Board member

Snorre Kjesbu Vegard Wollan Annastiina Hintsa Board member Chief Executive Officer Board member

Dieter May Dr. Helmut Gassel Board member Board member

Jon Helge Nistad Anja Dekens Morten Dammen Board member, employee Board member, employee Board member, employee

Independent auditor's assurance report

Revisjonsberetning
Signers: Name	Method	Date
Nilsen, Eivind	BANKID	2024-03-19 12:37
This document package contains: - Closing page (this page) - The original document(s) - The electronic signatures. These are not visible in the document, but are electronically integrated.		This file is sealed with a digital signature. The seal is a guarantee for the authenticity of the document.

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