GN Store Nord — Proxy Solicitation & Information Statement 2016

Feb 17, 2016

ANNUAL GENERAL MEETING OF GN STORE NORD A/S

Thursday, March 10, 2016, at 10:00 a.m. (CET)

Co. reg. no. 24257843

---

2 / ANNUAL GENERAL MEETING 2016

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

Thursday, March 10, 2016, at 10:00 a.m. (CET) at Radisson Blu Falconer Center, Falkoner Allé 9, DK-2000 Frederiksberg, Denmark.

Request for admission cards and voting papers

Shareholders wishing to attend the general meeting are required to obtain an admission card. This can be ordered on www.gn.com/agm or from Computershare A/S on www.computershare.dk or by phone +45 45 46 09 97. This also applies to admission cards for an advisor or companion.

The deadline for ordering admission cards and voting papers is Friday, March 4, 2016, at 11:59 p.m. (CET).

Admission cards and voting papers will be sent by ordinary mail from Computershare A/S.

Shareholders who do not expect to participate in the general meeting may vote by postal vote or by proxy given to the chairman of the board of directors or to a person appointed by the shareholder and participating in the general meeting. Submission of proxies may take place on www.gn.com/agm or with Computershare A/S on www.computershare.dk.

Requests for admission cards or submission of proxy/postal vote may also take place by mailing the proxy/postal vote form, which can be downloaded on www.gn.com/agm. The form must be signed and returned by ordinary mail to Computershare A/S.

Proxies must be received by the company or Computershare A/S no later than Friday, March 4, 2016, at 11:59 p.m. (CET).

Postal votes must be received by Computershare A/S no later than Wednesday, March 9, 2016, 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 adoption and resolution of discharge to the board of directors and the executive board.

The board of directors proposes that the audited Annual Report 2015 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 37 in the Annual Report 2015 containing the proposal with regard to the distribution of the annual profit, according to which dividends of DKK 0.99 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 current financial year.

Pursuant to Article 15.4 of the Articles of Association, a total remuneration of DKK 6,675,000 is proposed to the board of directors for 2016. The remuneration is unchanged compared to 2015.

The remuneration is allocated as follows:

The base fee for serving on the board of directors of GN Store Nord A/S remains at DKK 250,000 with 2 times the base fee to the deputy chairman and 3 times the base fee to the chairman.

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.

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.

The base fee for serving on the Nomination Committee remains at DKK 75,000 with 2 times the base fee to the chairman.

In addition, members of the board of directors who are not Danish residents are entitled to receive a fixed travel allowance in the following amount in connection with participation in board meetings in Denmark:

GN STORE NORD

---

3 / ANNUAL GENERAL MEETING 2016

• EUR 3,000 per meeting for European-based board members, and
• EUR 6,000 per meeting for non-European based board members.

e) Election of members to the board of directors.

Pursuant 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. Accordingly, Per Wold-Olsen, William E. Hoover, Jr., Carsten Krogsgaard Thomsen, Wolfgang Reim, Hélène Barnekow and Ronica Wang are up for election.

The board of directors proposes that Per Wold-Olsen, William E. Hoover, Jr., Carsten Krogsgaard Thomsen, Wolfgang Reim, Hélène Barnekow and Ronica Wang are re-elected.

Each of the proposed members of the board of directors is considered independent as defined by the Committee on Corporate Governance.

For information on directorships and management positions of each proposed re-elected member of the board of directors, reference is made to www.gn.com and the Annual Report 2015.

f) Election of a state-authorized public accountant to serve until the company's next annual general meeting.

Pursuant 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 Ernst & Young P/S, CVR no.: 30700228.

g) Proposals from the board of directors and shareholders.

g.1 Proposals from the board of directors.

g.1.1 Proposal from 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 of directors be 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. The shares are to be acquired at the market price applicable at the time of purchase subject to a deviation of up to 10%. The company's holding of treasury shares may at no time exceed 10% of the share capital of the company.

g.1.2 Proposal from 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 nos. 20/2015 and 59/2015 - the board of directors proposes to reduce the share capital by nominally DKK 29,613,360 through cancellation of 7,403,340 treasury shares of DKK 4 each, corresponding to 4.6% of the total share capital. Upon completion of the capital reduction, the company's share capital will be DKK 619,151,716.

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 619,151,716 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 973,391,643 implying that DKK 943,778,283 has been distributed to the shareholders in addition to the nominal reduction.

g.1.3 Proposal from 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 regarding increase of the share capital in one or more rounds be renewed until April 30, 2017.

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:

GN STORE NORD

---

4 / ANNUAL GENERAL MEETING 2016

"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 120,000,000, see however Article 5.3. The authorization is valid until 30 April 2017, 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 60,000,000, 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 2017, 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 120,000,000. 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."

g.1.4 Proposal from the board of directors to abolish mandatory retirement age for members of the board of directors. The board of directors wishes to align with Danish legislation and international governance recommendations regarding abolishment of mandatory retirement age. Consequently, the board of directors proposes that the mandatory retirement age requiring a member of the board of directors to resign at the annual general meeting in the calendar year in which the member turns 70 years old is abolished.

Thus, it is proposed that the existing provision in Article 15.1 of the Articles of Association is amended to read as follows:

"The company is managed by a board of directors of 5-9 members elected by the general meeting. The members of the board of directors elected by the general meeting are elected for a term until the company's next annual general meeting. Re-election may take place. Apart from the members elected by the general meeting the employees are entitled to elect a number of representatives to the board of directors in accordance with the statutory legislation in force at any time."

g.1.5 Proposal from the board of directors to change the company's shares from bearer shares to registered shares. As a consequence of changes in the Danish Companies Act, whereby bearer shares can no longer be issued, the board of directors proposes that the Articles of Association is amended to the effect that the company's shares are registered in the name of the holder instead of being registered as bearer shares.

Thus, it is proposed that the existing provisions in Articles 4.3 and 5.5 of the Articles of Association are amended to read as follows:

"4.3 The shares are issued 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."

"5.5 Shares issued pursuant to this Article 5 are issued in the name of the holder. The shares carry dividend from such time as resolved by the board of directors, but not later than for the financial year following the year of the capital increase. The shares are freely negotiable instruments. The new shares rank in all respects pari passu with the existing share capital."

Companies issuing shares in the name of the holder are not required to convene general meetings through the IT system of the Danish Business Authority. Thus, the board of directors proposes that Article 11.1 is amended to read as follows to reflect that all communication from the company is made electronically:

"11.1 General meetings are convened by the board of directors with a notice of not more than 5 weeks and not less than 3 weeks prior to the general meeting. The notice is published on the company's website, www.gn.com. Furthermore, the notice is sent by email to such shareholders who are registered in the register of shareholders and who have filed a request in this respect, see however Article 6.5."

g.1.6 Proposal from the board of directors to adopt amended general guidelines for incentive pay to the management. The board of directors wishes to extend the current warrant program for the executive management and employees in the GN Group. Accordingly, the authorizations to the board of directors in GN ReSound A/S and GN Netcom A/S, respectively, to issue warrants will be extended till December 31, 2020.

As part of the extension of the warrant program, the board of directors proposes to update the general guidelines for incentive pay to the management and that the general meeting approves the revised guidelines. Besides a general editorial update to improve language and usability, the following amendments are proposed to provide the board of directors with more flexibility:

GN STORE NORD

---

5 / ANNUAL GENERAL MEETING 2016

• Warrants may be granted anytime during the calendar year. Consequently, the exercise price for warrants shall be calculated as the average share price for GN Netcom A/S or GN ReSound A/S shares during a period to be specified by the board of directors.
• Extraordinary incentive awards may be granted in exceptional cases when deemed appropriate by the board of directors and may consist of cash and/or warrants. The value of such extraordinary awards can never exceed the annual base salary for the position at the time of award.

The revised general guidelines for incentive pay to the management are available at the company's website at www.gn.com/agm.

g.2 Proposals from shareholders.

There are no proposals from shareholders.

h) Any other Business.

No decisions nor proposals can be adopted under item h). Any matter related to the company can be directed to the board of directors.

Rules on adoption

The passing of the proposals for amendments to the company's Articles of Association, items g.1.2, g.1.3, g.1.4 and g.1.5 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 nominally DKK 648,765,076 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 Thursday, March 3, 2016. The shares held by each shareholder are calculated at the record date on the basis of information in the register of shareholders and notifications about ownership received by the company prior to the record date for entry into the register of shareholders, but which have not yet been registered.

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 notice convening the annual general meeting with the agenda and the proxy form to be used in connection with the general meeting. The full annual report for 2015 is available on www.gn.com/annualreport2015 and a Danish summary thereof is available on www.gn.com/resumeaarsrapport2015.

The general meeting will be transmitted live in Danish and English via webcast on the company's website, www.gn.com/agm. 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 by email to: 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 17, 2016

GN Store Nord A/S

The board of directors

GN STORE NORD

---

GN

GN Store Nord A/S

Lautrupbjerg 7
2750 Ballerup
Denmark

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

Cover Business consultant James Raath wokup one morning nine years ago and had overnight gone almost completely deaf. In 2014, he was fitted with ReSound Enzo hearing aids. Now he can think of work, family, friends and socializing – and serve as a great example of how GN's intelligent audio solutions transform lives through the power of sound