7 General Meetings
7.1 Subject to the provisions of Danish law and of these Articles of Association the general meeting has supreme authority in all affairs of the Company.

8 Calculation of Time Limits with respect to General Meetings
8.1 If it is stated in the Articles of Association that a certain action should take place on a specific date before or after the general meeting, the time limit for such action is calculated as of the day before or after the general meeting, see however Article 10.2.

9 Time and Place of the General Meeting
9.1 The general meetings of the Company are held in the Capital Region of Den-mark.

9.2 The annual general meeting is held every year in March or April.

9.3 Extraordinary general meetings are held when resolved by the shareholders at a general meeting or by the Board of Directors, or if requested by the auditor appointed by the shareholders at a general meeting or by shareholders representing not less than five per cent of the share capital. The request must be made in writing to the Board of Directors stating the particular issue to be discussed. The Board of Directors will convene such meeting not later than 14 days after the day on which the request is received.

9.4 Not later than eight weeks before the date of the contemplated general meeting, the Company will publish the date of the general meeting and the time limit within which the shareholders must submit proposals for the agenda, see Article 12.1. The information will be published in the Company’s financial calendar which is published via NASDAQ OMX Copenhagen A/S and on the Com-pany’s website, www.gn.com.

10 Participation and Voting Right at the General Meeting
10.1 Each share of DKK 1 carries one vote.

10.2 A shareholder’s right to attend and vote at a general meeting is determined with respect to the shares held by the shareholder at the record date. The record date is one week prior to the date of the general meeting (the same day as the general meeting). The shareholding of an individual shareholder is determined by the information stated in the register of shareholders on the record date and any information regarding ownership which the company has received to be recorded in the register of shareholders at the record date, but which has not yet been recorded in the register.

10.3 A shareholder who is entitled to attend the general meeting, see Article 10.2, and who wishes to attend the general meeting must not later than three days prior to the general meeting ask the Company’s registrar of the share register  to issue an admission card. In addition, the request may be submitted electronically to the Company in accordance with the procedure set out on the Company’s website, www.gn.com.

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 right may be exercised by proxy. In case a proxy is given to a party outside 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. A proxy to the management of the Company may not be given for a period of more than 12 months and should be given in respect of a specific general meeting with an agenda which is known in advance.

10.5 The Company provides an electronic proxy form at the disposal of the share-holders. The electronic proxy form appears at the company’s website, www.gn.com.

10.6 Shareholders who are entitled to participate in a general meeting, see Article 10.2, may vote in writing. Written votes should reach the Company no later than the day before the general meeting. Written votes cannot be revoked.

11 Notice of general meetings
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 given via the Danish Commerce and Companies Agency's IT system and at the same time published on the Company’s website, www.gn.com. Furthermore, the notice is sent by e-mail 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. Notice of an extraordinary general meeting will also be published in one or more Danish national daily papers.

11.2 The notice must state time and place of the general meeting and the agenda for the business to be transacted at the general meeting. If any proposals for amendments to the Articles of Association are to be considered at the general meeting, the main contents of the proposal must be stated in the notice, unless the Danish Companies Act requires that the notice contains the full wording of the proposal for amendments. The notice must also contain

(a) a description of the size of the share capital and the voting rights of the shareholders,
(b) a description of the procedures which the shareholders must observe in order to be admitted to the general meeting and cast their votes,
(c) the record date with information stating that only persons who are registered as shareholders on the record date are entitled to participate and vote at the general meeting,
(d) indication of where and how the documents referred to in Article 11.3 can be obtained and
(e) information on the company’s internet address, where the information referred to in Article 11.3 is made available.

11.3 During a period of three weeks prior to the general meeting and until and including the date of the general meeting the notice must appear on the Company’s website, www.gn.com together with the agenda, the complete proposals and the documents to be submitted at the general meeting, and information on the voting rights and capital structure at the date of the notice and the forms to be used by casting of votes in writing and by proxy.

12 The Agenda of the General Meeting
12.1 The shareholders are entitled to have a specific issue put on the agenda of the annual general meeting, if such request is submitted in writing no later than six weeks prior to the general meeting. If the proposal is received later than six weeks prior to the general meeting, the Board of Directors will decide whether the request is submitted in time for the issue to be put on the agenda.

12.2 The agenda of the annual general meeting comprises:

(a) Report by the Board of Directors on the activities of the Company during the past year.
(b) Submission of the audited annual report for adoption and resolution of discharge to the Board of Directors and the Executive Board.
(c) Decision on application of profits or covering of losses in accordance with the approved annual report.
(d) Approval of the remuneration to the Board of Directors for the present financial year.
(e) Election of members to the Board of Directors.
(f) Election of a state-authorized public accountant to serve until the Company’s next annual general meeting.
(g) Proposals, if any, from the Board of Directors and shareholders.
(h) Any other business.

13 Conduct of the General Meeting
13.1 All resolutions of the general meeting are passed by simple majority of votes, unless the Company’s Articles of Association or the Danish Companies Act stipulate stricter requirements.

13.2 The general meeting is presided over by a chairman appointed by the Board of Directors. The chairman ensures that the general meeting is conducted in a proper and appropriate manner. The chairman has the necessary authorizations in this respect, including the right to prepare discussions, present the voting results, decide when to conclude the debate, cut short contributions and, if necessary, to exclude participants from the general meeting.

13.3 The business transacted at the general meeting is recorded in a minute book to be signed by the chairman of the meeting and the chairman of the Board of Directors. The minute book should be available to the shareholders not later than two weeks after the general meeting.

13.4 Not later than two weeks after the general meeting the Company will publish the voting results on its website, www.gn.com.

14 Dividend
14.1 Any dividend (ordinary as well as extraordinary) will be paid by transfer to the accounts specified by the shareholders in accordance with the provisions in force at any time stipulated by VP Securities A/S.

14.2 Dividend which remains unclaimed for three years from the date it fell due for payment will accrue to the Company.

15 The Board of Directors
15.1 The Company is managed by a Supervisory Board of five-nine 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. No member of the Board of Di-rectors can be elected to the board for a longer term than until the annual general meeting in the calendar year in which the member reaches 70 years of age. 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.

15.2 The Board of Directors elects a chairman and a vice chairman among its members.

15.3 The corporate language is English.

15.4 The members of the Board of Directors receive an annual remuneration to be approved by the general meeting.

15.5 The chairman of the Board of Directors ensures that the Board of Directors is convened whenever necessary and the chairman observes that all members are invited to the meeting. A member of the Board of Directors, an a member of the Executive Management or the Company’s accountant elected by the general meeting may request that a meeting of the Board of Directors is held.

15.6 The Board of Directors forms a quorum when more than half its members are represented. Resolutions, however, may not be passed without all members having had the opportunity, if possible, to participate in the discussions concerning the matter.

15.7 Resolutions of the Board of Directors are passed by simple majority of votes. In case of equality of votes the chairman, and in his absence the vice chairman, has the casting vote.

15.8 The discussions of the Board of Directors are recorded in a minute book to be signed by all members present.

15.9 The Board of Directors determines its rules of procedure.

15.10 The Board of Directors may, if particularly required, ask one or more members to perform assignments on behalf of the Board of Directors Board against remuneration as determined by the Board of Directors. The decision in this respect is recorded in the minute book of the Board of Directors. 

16 The Executive Management
16.1 The Board of Directors appoints the Executive Management consisting of two to five members to manage the daily administration of the Company. One of the members of the Executive Management may be appointed as Chief Executive Officer.

16.2 The Board of Directors determines regulations with respect to the competence of the members of the Executive Management.

17 Guidelines for Incentive Pay
17.1 The Company has adopted guidelines with respect to incentive pay of the management. The guidelines have been approved by the general meeting and are available at the company’s website, www.gn.com.