GN Store Nord — AGM Information 2014

Feb 27, 2014

GN Store Nord A/S

Annual general meeting

Friday 21 March 2014, 10.00 am

CVR-nr. 24257843

With reference to Article 11 of the Articles of Association, GN Store Nord A/S hereby convene the annual general meeting to be held on

Friday, March 21, 2014 at 10:00 a.m. CET

at Radisson Blu Falconer Center, Falkoner Allé 9, 2000 Frederiksberg, Denmark.

Request for admission cards and voting papers

Shareholders wishing to attend the general meeting are required to obtain an admission card, which can be ordered on www.gn.com or from VP Investor Service on www.vp.dk/gf. Admission cards may also be obtained from VP Investor Service A/S, tel. +45 43 58 88 93. This also applies to admission cards for an advisor.

The deadline for ordering admission cards and voting papers is Monday, March 17, 2014 at 11:59 p.m. CET.

Admission cards and voting papers will be sent by ordinary mail from VP Investor Service.

Shareholders who do not expect to participate in the general meeting may vote by postal vote or by proxy given to the Board of Directors or to a person appointed by the shareholder and participating in the general meeting. Submission of proxies may take place at www.gn.com.

Requests for admission cards or submission of proxyiesy may also take place by mailing the proxy/postal vote form, which can be downloaded on www.gn.com/gf. Shareholders using the form must sign and return it to VP Investor Services A/S, Weidekampsgade 14, 2300 Copenhagen S, Denmark.

Postal votes and proxies must be received by the Board of Directors of the company no later than March 20, 2014 at 3:00 p.m. CET. Please note that postal votes cannot be revoked.

Agenda

• a) Report by the Board of Directors on the activities of the company during the past year. The Board of Directors proposes that the report on the general meeting is adopted.
• b) Submission of the audited annual report for approval and resolution to discharge the Board of Directors and the Executive Board.

The Board of Directors proposes that the audited annual report for 2013 is approved, and the Board of Directors and the Executive Board are discharged.

c) Decision on application of profits or covering of losses in accordance with the approved annual report. The Board of Directors refers to page 45 of the annual report for 2013 containing the proposal with regard to the distribution of the annual profit, according to which dividends of DKK 0.84 per share with a nominal value of DKK 4 each will be paid out.

d) Approval of the remuneration to the Board of Directors for the present financial year.

According to Article 15.4 of the Articles of Association, it is proposed that the remuneration to the Board of Directors for 2014 is determined at a total of DKK 6,675,000, which is DKK 600,000 higher than the remuneration paid by the company to the Board of Directors in 2013. Thus, it is proposed that the base fee is increased from DKK 200,000 to DKK 250,000 with 2 times the base fee to the deputy Chairman and 3 times the base fee to the Chairman.

It is proposed that the base fee for serving on the Board of Directors of GN Netcom A/S and GN Resound A/S remains at DKK 100,000 with 1.75 times the base fee to the deputy Chairman and 2.5 times the base fee to the Chairman.

It is proposed that the base fee for serving on the Audit Committee, the Remuneration Committee and the Strategy Committee remains at DKK 150,000 with 2 times the base fee to the Chairman.

It is proposed that the base fee for serving on the Nomination Committee remains at DKK 75,000 with 2 times the base fee to the Chairman.

e) Election of members to the Board of Directors.

According to Article 15.1 of the Articles of Association, all members of the Board of Directors elected by the general meeting must be elected every year. All such members consisting of Per Wold-Olsen, William E. Hoover, Jr., René Svendsen-Tune, Carsten Krogsgaard Thomsen, Wolfgang Reim and Hélène Barnekow are thus up for re-election, and it is proposed that all of them be re-elected.

For information on directorships and management positions of each member of the Board of Directors, reference is made to the annual report for 2013.

f) Election of a state-authorized public accountant to serve until the company's next annual general meeting. According to Article 19.2 of the Articles of Association a state-authorized public accountant is to be elected for the term until the next annual general meeting. The Board of Directors proposes re-election of KPMG Statsautoriseret Revisionspartnerselskab, CVR no.: 30700228.

g) Proposals by the Board of Directors.

1 Proposal by the Board of Directors to authorize the Board of Directors to acquire treasury shares.

The Board of Directors proposes that, until the next annual general meeting, the Board is authorized to allow the company and its subsidiaries to acquire shares in the company to be held in treasury at a nominal value of up to 10% of the company's share capital at the market price applicable at the time of purchase subject to a deviation of up to 10%, provided always that the company's holding of treasury shares will at no time exceed 10% of the share capital of the company.

2 Proposal by the Board of Directors to authorize the Board of Directors to reduce the share capital through the cancellation of treasury shares.

As part of the company's share buyback program, see announcements no. 8/2013 and no. 40/2013, the Board of Directors proposes to reduce the share capital by nominal DKK 21,233,136 through cancellation of 5,308,284 treasury shares of DKK 4 each, corresponding to 3% of the total share capital. Upon completion of the capital reduction, the company's share capital will be DKK 672,083,012.

As a consequence of the capital reduction, it is proposed to amend the company's Articles of Association so that Article 3.1 will read as follows:

"The company's share capital amounts to DKK 672,083,012 divided into shares in denominations of DKK 1 or multiples thereof."

Pursuant to section 188(1) of the Danish Companies Act, it is disclosed that the purpose of the capital reduction is to cancel the treasury shares referred to above, which, according to the practice of the Danish Business Authority, is comparable with a capital reduction for distribution to the shareholders pursuant to section 188(1)(ii) of the Danish Companies Act. The shares were bought by the company for a total amount of DKK 612,032,009 implying that DKK 590,798,873 has been distributed to the shareholders in addition to the nominal reduction.

3 Proposal by the Board of Directors to renew the authorization to the Board of Directors to increase the share capital, see Article 5 of the Articles of Association.

The Board of Directors proposes that the existing authorization in Article 5 on the increase of the share capital in one or more rounds is renewed until 30 April 2015.

Thus, it is proposed that the existing provisions in Articles 5.1, 5.2 and 5.3 of the Articles of Association is amended to read as follows:

"5.1 The Board of Directors is authorized to increase the share capital with preemptive rights for the shareholders by issuing new shares in one or more rounds up to a total nominal amount of DKK 130,000,000, see however Article 5.3. The authorization is valid until 30 April 2015, but is renewable for one or more periods of one to five years duration.

5.2 The Board of Directors is authorized to increase the share capital without preemptive rights for the shareholders by issuing new shares in one or more rounds up to a total nominal amount of DKK 130,000,000, see however Article 5.3. The subscription price for the new shares shall be equivalent to the market price. The authorization is valid until 30 April 2015, but is renewable for one or more periods of one to five years duration.

5.3 The authority given to the Board of Directors under Articles 5.1 and 5.2 can altogether in the aggregate be exercised to increase the share capital by a maximum nominal amount of DKK 130,000,000. Subject to resolution by the Board of Directors the increase may take place by payment in cash, payment in assets, conversion of debt or issue of bonus shares."

4 Proposal by the Board of Directors to use Computershare A/S as registrar and to amend Article 4.3 in the Articles of Association for consistency.

The Board of Directors proposes that the company changes its registrar from VP Investor Services A/S (VP Services A/S) to Computershare A/S. The reason for the proposal is that the company will reduce costs if performance of the relevant tasks is transferred to Computershare A/S.

If the proposed resolution is adopted, the Board of Directors proposes that Articles 4.3 in the Article of Association is amended as follows:

"4.3 The shares are issued to bearer, but may be registered in the name of the holder in the company's register of shareholders. The register is kept by Computershare A/S, company registration no. 27088899."

5 Proposal by the Board of Directors to prepare and present the annual report in English only going forward and to amend Article 15.3 in the Articles of Association for consistency.

The Board of Directors proposes that the company use the opportunity to prepare and present the annual report in English language only following the latest amendments to the Danish Companies Act. The purpose of the proposal is to generate cost reductions for the company by reducing time and money spent. The corporate language of the company is already English.

If the proposal by the Board of Directors is adopted, it is proposed that Article 15.3 of the company's Articles of Association is amended as follows:

"15.3 The corporate language is English. The company will prepare and present its annual report in English."

6 Proposal by the Board of Directors to delete the time and voting restrictions on proxies given to the management of the company in Article 10.4 in the Article of Association.

The Board of Directors proposes deletion of the provision stating that proxies given to the company's management may not be given for a period of more than 12 months and the requirement that such proxies should be given for a specific general meeting with an agenda which is known in advance, as these restrictions were repealed when the latest amendments to the Danish Companies Act came into force. Thus, the Board of Directors proposes that Article 10.4 in the Article of Association is amended as follows:

"10.4 The shareholder may participate in person or by proxy, and the shareholder respectively his proxy may participate accompanied by an adviser. The voting rights may be exercised by proxy. In case a proxy is given to any person other than the Board of Directors, it is a condition that either the shareholder or the proxy has obtained an admission card. When the proxy requests an admission card and at the entrance control to the general meeting, the proxy must present a written and dated proxy form. A proxy may be revoked at any time. Revocation must be in writing and can be submitted to the company."

7 Proposal by the Board of Directors to delete Article 5.4 in the Articles of Association and amend Articles 22 and 23 in the Articles of Association for consistency.

The Board of Directors proposes deletion of Article 5.4 in the Article of Association as all warrants issued by the Board of Directors under the relevant warrant program have been exercised or have lapsed under the terms and conditions of the warrants. As a result, the current Article 5.5 will be changed to Article 5.4, Article 5.6 will be changed to Article 5.5 and Article 5.7 will be changed to Article 5.6.

Article 22 will be amended as a result of the above to read as follows:

"The Articles of Association are available in Danish and English. In case of any discrepancies, the Danish version prevails.

Article 23 will be deleted.

h) Proposals by shareholders.

A shareholder, Kjeld Beyer, has submitted the following proposals with the argument that the Danish Companies Act fails to take into account all shareholder needs for information prior to the annual general meeting:

1 Requirements for financial information in the notice convening the general meeting

"The notice convening the general meeting must be accompanied by a summary of the following financial information in the audited financial statement: 5-year overview, including income statement and balance sheet with note numbers as well as a statement of capital. The five-year overview must furthermore include the following information for each year: share capital, the share denomination, the total number of shares, interest bearing debt with a term exceeding 1 year, the number of treasury shares as well as share options, warrants and similar instruments granted for the year and the increase in value of previously granted share options, warrants and similar instruments at the end of the financial year compared to the price at the time of grant."

The requirements for the notice convening the general meeting should be included in the Articles of Association, and adoption of the proposal would thus entail that the proposal above would be inserted as a new Article 9.4 of the Articles of Association, and the current Article 9.4 would then become Article 9.5.

• 2 It is proposed that the annual report, the management's report and company announcements, including quarterly reports, should always be available in Danish and for at least 5 years.
• 3 It is proposed that a maximum of 2-3 menus shall be used on the website to access the quarterly and annual report, and menus shall be easily accessible and in Danish.
• 4 It is proposed that the serving offered at the annual general meeting reasonably matches the outlook for the coming year.

The Board of Directors does not support the proposals made by the shareholder.

With regard to item (1), the Board of Directors notes that the relevant information is set out in the annual report, and the Board of Directors believes that such information should be read in the context in which it appears. The information is easily accessible for the company's shareholders via the website where the company's annual report is available for inspection, including a 5-year summary of financial highlights which the Board of Directors considers to be the most important information for understanding the financial position of the company.

With regard to item (2), the Board of Directors notes that the language in which the annual report is drafted is a matter for the general meeting. In item 5 on the Agenda, the Board of Directors has proposed that the annual report be prepared in English only going forward, and reference is made to this item. Regardless of the shareholders' choice of language, the annual report and company announcements will always be available for 5 years.

With regard to item (3), the Board of Directors notes that the company is continuously endeavoring to make the website as user-friendly as possible. Being a global company and out of consideration for its diverse group of shareholders many of whom do not speak Danish, the company has elected to have an English-language website.

With regard to item (4), the Board of Directors notes that the company is already ensuring that suitable food and beverages are served at the end of the general meeting.

i) Any other business

Proposals cannot be submitted and decisions cannot be made under item i) of the agenda. It will be possible to ask questions to the Board of Directors on any issue relating to the company.

Rules on adoption

The passing of the proposals for amendments to the company's Articles of Association, items g)2, g)3, g)4, g)6, g)7 and h)1, requires at least 2/3 majority of the votes cast as well as of the share capital represented at the general meeting. The passing of the other proposals requires simple majority.

The size of the share capital and the shareholders' voting right

The company's share capital of nominal DKK 693,316,148 is divided into shares of DKK 1 or multiples hereof. Each share of DKK 1 carries one vote.

Shareholders are entitled to attend the general meeting and vote on shares held at the record date, which is Friday, March 14, 2014. The shares held by each shareholder are calculated at the record date on the basis of information about such shareholder's ownership in the register of shareholders and notifications about ownership received by the company for entry into, but which have not yet been registered in the register of shareholders.

Further information on the general meeting

Further information on the general meeting will be available at the company's website, www.gn.com, including the total number of shares and voting rights as of the date of the notice convening the general meeting, the annual report for 2013, the notice convening the annual general meeting with proposals for the agenda and the proxy form to be used in connection with the general meeting.

The general meeting will again this year be transmitted live in Danish and English via webcast on the company's website, www.gn.com. The company also offers simultaneous interpreting from Danish into English at the general meeting.

The general meeting at Radisson Blu Falconer Center will be open from 9:00 a.m. CET. Tea and coffee is served until 10:00 a.m. CET and a light meal will be served after the general meeting.

Questions from the shareholders

Any questions regarding the agenda or the documents etc. issued in connection with the general meeting can be directed to GN Store Nord A/S at the email address: info@gn.com

If you have any questions to the above, please contact GN Store Nord A/S at tel. +45 45 75 00 00.

Ballerup, February 27, 2014

GN Store Nord A/S

The Board of Directors

gn.com

GN Store Nord A/S

Lautrupbjerg 7 2750 Ballerup Denmark

+45 45 75 00 00 info@gn.com gn.com