GN Store Nord — Capital/Financing Update 2017

May 23, 2017

GN

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ITALY, OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

Announcement NO. 25

May 23, 2017

GN Store Nord successfully places EUR 225 million zero coupon convertible bond offering consisting of Bond with Warrant Units

• Zero coupon bond with a five-year maturity
• Initial Strike Price of DKK 269.4609 representing a premium of 40% above the volume-weighted average price of the Shares
• Net proceeds to be used for general corporate purposes

GN Store Nord A/S ("GN" or the "Company") announces the successful placement of its EUR 225 million convertible bond offering consisting of Bond with Warrant Units (the "Offering"). Due to high demand the final placement exceeds the targeted EUR 215 million. The Bond with Warrant Units (the "Units") consist of senior unsecured zero coupon bonds due 2022 (the "Bonds") with detachable unsecured warrants expiring 2022 (the "Warrants"). The Bonds, the Warrants and the Units will be issued by GN and the Warrants will be exercisable into registered shares of GN (the "Shares").

The proceeds from the Offering will be used for general corporate purposes including refinancing of existing debt facilities, repurchase of shares and for financing of growth opportunities.

The Offering has a size of EUR 225 million with up to 6,215,744 Shares initially underlying the Warrants. The Units will have a maturity of five years and will be issued at 100% of the Principal Amount of the Bonds, which have a denomination of EUR 100,000 per Bond (the "Principal Amount"). Settlement and delivery of the Units are expected to take place on May 31, 2017. The Bonds will not bear any interest and will be redeemed at par at maturity (unless redeemed or purchased and cancelled earlier under their terms).

The Warrants will be exercisable from 41 days following their issue and will entitle their holders to receive GN Shares against payment of an amount equal to DKK 744,400 (being the Principal Amount converted into DKK using the DKK/EUR spot rate at the time of pricing of 7.4440). The initial strike price per Share of the Warrants (the "Strike Price") has been set at DKK 269.4609, which is equal to a premium of 40% above the volume-weighted average price of the Shares on Nasdaq Copenhagen between the launch and the pricing of the Offering. Any Unit holder may, upon exercise of a Warrant, require GN to redeem the corresponding Bond at its Principal Amount.

GN does not expect to issue any new Shares upon exercise of Warrants but will deliver up to 6,215,744 Shares currently held in Treasury, based on the initial Strike Price (which is subject to adjustment from time to time upon certain customary events).

GN Store Nord A/S | Lautrupbjerg 7 | 2750 Ballerup | +45 45 75 00 00

Co. Reg. no. 24257843 | info@gn.com | www.gn.com

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GN

GN intends to apply for the admission of the Units to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

In the context of the Offering, GN has agreed to a 90-day lock-up undertaking in respect of Shares and equity-linked securities, subject to certain customary exceptions.

As a result of the company announcement this morning, and conditional upon settlement of the proposed issue of the Units, the number of Shares held in Treasury as of this morning, 6,215,744, acquired under Safe Harbour programs will not, as initially intended, be used to hedge the future obligations of the long-term incentives program and reduce the Company's share capital. Those Shares will instead be kept to hedge the future obligations of the Company under the Warrants. The ongoing DKK 1 billion share buyback program, of which DKK 937 million remains outstanding as of this morning, will continue under the Safe Harbour rules. Consequently, going forward the Shares bought back as part of the program will be used to hedge the future obligations of the long-term incentives program as well as to reduce the Company's share capital.

Credit Suisse has been acting as Sole Global Coordinator for the Offering and together with BNP Paribas and Nordea as Joint Bookrunners (the "Joint Bookrunners").

This company announcement relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014).

For further information please contact:

Peter Justesen
VP – Investor Relations & Treasury
GN Store Nord A/S
Tel: +45 45 75 87 16

GN Store Nord A/S | Lautrupbjerg 7 | 2750 Ballerup | +45 45 75 00 00
Co. Reg. no. 24257843 | info@gn.com | www.gn.com

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GN

DISCLAIMER

No action has been taken by GN, the Joint Bookrunners (Credit Suisse Securities (Europe) Limited, BNP Paribas and Nordea Bank AB (publ)) or any of their respective affiliates that would permit an offering of the Bonds, the Warrants, the Units or the Shares (together, the "Securities") or possession or distribution of this Company Announcement or any offering or publicity material relating to the Offering or the Securities (together, "Offer Materials") in any jurisdiction where action for that purpose is required. Persons into whose possession this Company Announcement or any other Offer Materials comes are required by the GN and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

This Company Announcement and any other Offering Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security.

An investment in the Securities includes a significant degree of risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of GN's publicly available information. Each person receiving this Company Announcement or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment. Neither the Joint Bookrunners nor any of their respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this Company Announcement or any other Offer Materials or GN's publicly available information. The information contained in this Company Announcement or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the Units.

The Joint Bookrunners are acting on behalf of GN and no one else in connection with the Securities and will not be responsible to any other person for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to the Securities.

Potential investors who are in any doubt about the contents of this Company Announcement or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

THIS COMPANY ANNOUNCEMENT AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - THE BONDS, THE WARRANTS AND THE UNITS ARE NOT INTENDED, FROM 1 JANUARY 2018, TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND, WITH EFFECT FROM SUCH DATE, SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA WITHIN THE MEANING OF REGULATION (EU) NO 1286/2014 (THE "PRIIPS REGULATION"). CONSEQUENTLY NO KEY INFORMATION DOCUMENT UNDER THE PRIIPS REGULATION HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS, THE WARRANTS OR THE UNITS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION (ONCE IN FORCE).

IN ADDITION, IN THE UNITED KINGDOM THIS COMPANY ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS COMPANY ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMPANY ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).

GN Store Nord A/S | Lautrupbjerg 7 | 2750 Ballerup | +45 45 75 00 00

Co. Reg. no. 24257843 | info@gn.com | www.gn.com