Expert Corporate Governance Service (ECGS)
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Proxy Report - 14/03/2018

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

Under ITEM F, the board of directors proposes to re-appoint Ernst & Young as the Compa y's statutory auditor. In light of the substantial amount of non-audit fees, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM G.1 (1), the board of directors seeks authority to repurchase own shares. Although the authorisation requested as such (up to 10% of share capital) would meet its guidelines, ECGS notes 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 G.1 (2), the board of directors seeks authorisation to issue shares and will be entitled to waive shareholders' pre-emptive rights. The authority requested is limited
to 20% of the Company's share capital and thereby substantially exceeds ECGS' guidelines. ECGS recommends to vote OPPOSE.

Finally, under ITEM G.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 soundly disclosed for Danish standards, ECGS is not in favour of the proposed change to the remuneration policy. The proposed amendment enables the board of directors to agree upon a notice period in excess of 2 years' total compensation, which is not in accordance with provision 4.1.5 of the Danish Recommendations on Corporate Governance. Since ECGS' guidelines clearly stipulate that companies should strive to comply with local market governance codes, it recommends 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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