Nordic Semiconductor

Share Issue/Capital Change • Apr 24, 2018

Nordic Semiconductor ASA (NOD) - Private placement of NOK 815 million successfully completed

Nordic Semiconductor ASA (NOD) - Private placement of NOK 815 million successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Nordic Semiconductor ASA ("Nordic Semiconductor" or "the Company") is pleased to announce the successful completion of the private placement of 16,300,000 new shares announced on 24 April 2018, equal to 9.97% of the existing total share capital of the Company (the "Private Placement"). The Private Placement was directed at investors in Norway and internationally. The Private Placement received strong interest from Norwegian and international high quality investors, and was successfully completed at an offer price of NOK 50.00 per share, which was determined through an accelerated book-building process. Settlement is expected to occur on or around 27 April 2018.

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 was 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 were deviated from.

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

In accordance with the authorisation granted to the Board of Directors at the Company's Annual General Meeting held on 17 April 2017, the Board of Directors has approved the issuance of 16,300,000 new shares (the "New Shares") at a price per share equal to the offer price for the Private Placement. In connection with the Private Placement, the Board of Directors of the Company has resolved to set aside the pre-emptive rights of the existing shareholders. The Board of Directors considers this to be in the best interests of the Company and the shareholders since it allows the Company to raise capital more efficiently, at a lower discount and with lower transaction costs than in a rights offering.

Following the completion of the Private Placement and the issue of the New Shares, Nordic Semiconductor's share capital will increase by NOK 163,000 to NOK 1,797,816, comprised of 179,781,600 shares with a nominal value of NOK 0.01 per share.

Nordic Semiconductor has entered into a pre-payment agreement with the Managers, in order to facilitate delivery of the shares allocated in the Private Placement on a delivery versus payment basis. After the newly issued shares are fully paid and the share capital increase pertaining to the Private Placement has been duly registered with the Norwegian Register of Business Enterprises and the New Shares have been registered with VPS, expected on or about 26 April 2018, the New Shares will be tradeable on Oslo Stock Exchange.

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 is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.

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.