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GN Store Nord, March 21 2019

In general, GN Store Nord is in compliance with the Danish regulations relating to the organization and procedures of the Annual General Meeting.

Under ITEM F.1, it is proposed to re-appoint Mr. Per Wold-Olsen as Chairman of the Board of Directors. Although Mr. Wold-Olsen is considered independent, he is currently  chairing the Company's Remuneration Committee, which is not in accordance with the ECGS' guidelines. Based on the above, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends to vote ABSTAIN.

Under ITEM H.1 (1), the Board of Directors seeks authority to repurchase own shares.  Although the authorization requested as such (up to 10% of share capital) would meet  the ECGS' guidelines, we note that the total number of shares held in treasury may at no time exceed 15% of the Company's share capital, which is excessive in ECGS' view.  ECGS therefore recommends to vote OPPOSE.

Under ITEM H.1 (3), the Board of Directors seeks approval of GN Store Nord's remuneration policy. Although the Company's aggregate executive compensation is fairly moderate and the quality of disclosure is in line with Danish standards, severance payments may exceed the equivalent of 2 years of total compensation (base salary plus annual bonus), which is not in accordance with provision 4.1.5 of the Danish Recommendations on Corporate Governance. Furthermore, we strongly regret that the remuneration policy specifically allows the payment of discretionary bonuses.

Therefore, we recommend to vote OPPOSE.

GN Store Nord A/S

GN Store Nord is an electronics communication products group based in Denmark. Co. is engaged in the manufacture and marketing of products for personal communication. Co.'s product offering includes hearing instruments, corded and wireless headsets, and audiologic diagnostics equipment used to test people's hearing and sense of balance. In addition, Co. offers products and accessories such as speakers, amplifiers, headset telephones, and adapters, as well as software and equipment for fitting hearing instruments. Co.'s operations are organized along two business divisions: GN Netcom (headsets) and GN ReSound (advanced hearing instruments).


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