Title I: Name, registered office and objects
Title II: The Company’s share capital and shares
Title III: General meetings
Title IV: Supervisory Board and Executive Management
Title V: Annual Report and audit
Title VI: Electronic Communcation
Appendix: GN Store Nord A/S Stock Incentive Plan

Article 1
1. The name of the Corporation shall be “GN Store Nord A/S”.

2. The Company also operates under the following secondary names:

Det Store Nordiske Telegraf-Selskab (Aktieselskab)
(GN Store Nord A/S)

GN Store Nordiske Telegraf-Selskab A/S
(GN Store Nord A/S)

GN Great Nordic Ltd. A/S
(GN Store Nord A/S)

The Great Northern Telegraph Company Ltd. A/S
(GN Store Nord A/S)

GN Great Northern Telegraph Company Ltd. A/S
(GN Store Nord A/S)

La Grande Compagnie des Telegraphes du Nord S.A. A/S
(GN Store Nord A/S)

GN Grande Companie des Telegraphes du Nord S.A. A/S
(GN Store Nord A/S)

Article 2
1. The Company’s registered office shall be the municipality of Ballerup.

2. The Company is registered with the Danish Commerce and Companies Agency under Central Companies Registration (CVR) No. 24257843.

3. The Corporation is listed on the OMX Nordic Exchange Copenhagen A/S.

Article 3
1. The objects of the Company shall be directly or indirectly to carry on activities within communication technology and related activities and to carry on activities, including investment activities, within industry and trade to the extent the Supervisory Board deems such activities to be compatible therewith.

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Article 4
1. The Company’s share capital amounts to DKK 833,441,052 divided into shares in denominations of DKK 1 or multiples thereof.

2. The shares are issued through the Danish Securities Centre.

3. The share capital may, by resolution of the Supervisory Board, be increased by a maximum amount of DKK 205,000,000 through one or more new share issues. The authorization shall remain in force until March 14, 2010, but is renewable for one or more periods of one to five years’ duration. The increase may be effected through the issue of shares for cash consideration or in any other manner. If the subscription price of the shares equals the market price, the Supervisory Board may resolve to issue the shares without preemptive rights to existing shareholders. Where the capital is increased through the conversion of debt or in consideration for the acquisition of an existing business undertaking or specfic assets, the shareholders shall not have preemptive rights.

4. The Supervisory Board shall be authorized to issue share options in one or more rounds for up to a total nominal value of DKK 15,000,000 to Company or Group subsidiary employees who meet certain requirements defined by the Supervisory Board. This authorization shall be valid until March 11, 2009, but is renewable for one or more periods of one to five years’ duration. The Company’s shareholders shall not have preemptive rights in connection with the issue of share options. No consideration shall be made on the grant of share options. The detailed terms and conditions shall be defined by the Supervisory Board. The Supervisory Board has partly acted under the previous authorizations provided by Article 4(4) (before March 21, 2007, Article 4(5)): (i) the authorization granted by the Annual General Meeting held on March 30, 2000, (ii) the authorization granted by the Annual General Meeting held on March 31, 2004, (iii) the authorization granted by the Annual General Meeting held on March 14, 2005 and, (iv) the authorization granted by the Annual General Meeting held on March 21, 2006 and (v) the authorization granted by the Annual General Meeting held on March 21, 2007 by issuing share options entitling employees to subscribe for shares in the Company totalling DKK 51,062,744 nominal value. The terms applying to the share options are provided in “GN Store Nord as’ International Stock Option Incentive plan” enclosed with these Articles of Association.

5. The share capital may be increased, in one or more rounds, by resolution of the Supervisory Board, by the issue of new shares up to a total nominal value of DKK 66.062.744 against payment in cash in connection with the exercise of share options granted under the existing and the former authorisation in Article 4(5). The authorisation shall remain in force until March 11, 2013, but may be renewed for one or more periods of one to five years’ duration. The Company’s shareholders shall not have preemptive rights to shares issued under this authorisation. The Supervisory Board shall define the more detailed terms and conditions for such increase in share capital.

6. New shares issued under sub-articles (3), (4) or (5) of this Article shall be issued to bearer, but may be registered by name. The shares shall carry dividends from such time as resolved by the Supervisory Board but not later than for the financial year following the year of the share capital increase. The shares shall be freely negotiable instruments and shall not be subject to any redemption requirement. The new shares shall in all respects rank pari passu with the existing share capital. The Supervisory Board shall be authorised to make such amendments to the Articles of Association as are necessary in connection with the share capital increases effected.

Article 5
1. The shares shall be issued to bearer, but may be registered by name in the Company’s register of shareholders.

2. The shares of the Company are negotiable instruments, and the negotiability of the shares shall be subject to no restrictions whatsoever. No shares shall carry any special rights.

3. The Supervisory Board has appointed VP Investor Services A/S (VP Services A/S), Helgeshøj Allé 61, P.O. Box 20, DK-2630 Taastrup, Denmark, as the Company’s registrar. The Register of Shareholders shall contain a list of all shares in the Company. For shares registered by name, the names of the shareholders shall be listed.

Article 6
1. Dividends shall be paid through transfer to such accounts as have been designated by the shareholders in compliance with the rules of the Danish Securities Centre in force from time to time.

2. Dividend which remains unclaimed for five years from the date it fell due for payment shall accrue to the Company.

3. Any claims raised against the Company by its shareholders in their capacity as such or otherwise based upon the Company’s shares, dividends or the registration with the Danish Securities Centre shall be heard exclusively by the Danish home court of the Company and in accordance with the provisions of Danish law and the Company’s Articles of Association.

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Article 7
1. Subject to the provisions of Danish law and of these Articles of Association, the general meetings shall have supreme authority in all the affairs of the Company.

Article 8
1. General meetings in the Company shall be convened by the Supervisory Board and shall be held in the Capital Region. Notice to convene a general meeting shall be given electronically not more than four and not less than two weeks prior to the date of the meeting on the Company’s website www.gn.com, in the computer information system of the Danish Commerce and Companies Agency and by notice to the employees on the Company’s Intranet. Notice to convene an extraordinary general meeting will also be announced in one or more Danish national daily newspapers. In addition, notice to convene a general meeting of the Company will be given by e-mail, cf. section 26, to any registered shareholder who has provided an e-mail address and has requested to be so notified, or by letter to any shareholder who has requested to be so notified at the address provided by the shareholder to the Company. Regardless of a shareholder providing an e-mail address, the Company may elect at any time to convene a general meeting by ordinary mail.

2. The notice to convene a general meeting of shareholders shall contain the agenda and – if resolutions have been proposed which can be carried only by a qualified majority – a specification of such resolutions and the principal contents thereof. In the event of any resolution which can be carried only by a majority of votes as prescribed by section 79 of the Danish Companies Act, the notice shall contain the full wording of such resolution.

Article 9
1. The Annual General Meeting of shareholders shall be held every year in teh months of March or April.

2. An extraordinary general meeting shall be held when resolved by the shareholders at a general meeting or when deemed appropriate by the Supervisory Board or the auditor appointed by the shareholders at a general meeting. If shareholders representing not less than one-tenth of the share capital submit a written request that an extraordinary general meeting be held for the purpose of transacting any particular business, such a meeting shall be convened not later than 14 days after the day on which the request is received.

Article 10
1. If the business specified in the agenda of a general meeting cannot be concluded at that meeting, a new meeting shall be held within eight days. An announcement specifying the date, hour and place of such new meeting shall be published on the Company's website, www.gn.com, on or before the day preceding the said meeting. The announcement shall also state the business to be transacted at the meeting.

Article 11
1. Each share of DKK 1 shall carry one vote.

2. Any shareholder shall be entitled to attend a general meeting if he has requested to receive an admission card from the Company’s registrar not later than five days prior to the general meeting or has requested to receive an admission card electronically in accordance with the procedure set out on the Company's website www.gn.com. The title to shares issued to bearer shall be substantiated by presentation of an original statement of account from the account-holding institution dated as directed by the Supervisory Board. The date of the statement of account shall be specified in the notice convening the general meeting and shall not be later than ten days prior to the date of the general meeting.

3. A shareholder may exercise his voting rights only if he has obtained an admission card in due time (see sub-article (2) of this Article), and if his voting shares are registered in his name in the Register of Shareholders. Where a shareholder has acquired shares by way of transfer, he may exercise the voting rights attached to such shares only if the shares are registered in his name in the Register of Shareholders or if the shareholder has notified the Company of his acquisition and substantiated his title to such shares at the time notice of the general meeting is given.

4. A shareholder shall be entitled, subject to the above, to be represented and vote by proxy at a general meeting and may attend the meeting accompanied by an advisor. The instrument of proxy presented, shall be dated and in writing and shall not be given for more than one year.

Article 12
1. Any shareholder shall be entitled to request that particular business or resolutions concerning the Company’s affairs be considered at a general meeting of shareholders. Resolutions or other business so requested shall be submitted in writing to the Supervisory Board in time to be included in the agenda of the general meeting, which – in the case of an Annual General Meeting – means before 1 February.

Article 13
1. During the last eight days before a general meeting, the agenda and the full wording of resolutions to be proposed at the meeting and, for the Annual General Meeting, also the annual report, shall be available at the Company’s head office for inspection by the shareholders.

2. The annual report shall be made public on the Company's website www.gn.com, not later than eight days before the Annual General Meeting.

Article 14
1. The Supervisory Board shall appoint a chairman, who shall preside over the general meeting and who shall decide any and all questions pertaining to how the meeting is conducted and the voting procedures to be followed, including the question of whether a motion should be decided by written ballot.

Article 15
1. The audited annual report shall be presented at the Annual General Meeting.

2. The agenda of the Annual General Meeting shall comprise:

(a)A report on the activities of the Company.

(b) Submission of the audited annual report for adoption and a resolution as to the ratification of the acts of the Supervisory Board and the Executive Management.

(c) Proposal as to the distribution of the profit for the year, including the declaration of any dividend, or as to the covering of any loss.

(d) Resolutions proposed by the Supervisory Board or by the shareholders, if any, under Article 12.

(e)Election of members to the Supervisory Board.

(f)Election of one or more state-authorized public accountants to serve as independent auditors until the Company’s next Annual General Meeting.

(g)Any other business.

Article 16
1. Save as otherwise provided by Danish law or these Articles of Association, any business transacted at a general meeting shall be decided by a simple majority of votes.

Article 17
1. A record of the business transacted at a general meeting shall be entered in a minute book and shall be signed by the chairman of the meeting and by the Chairman of the Supervisory Board.

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Article 18
1. The number of members of the Supervisory Board, not counting the employee representatives elected pursuant to the Danish Companies Act, shall be not less than five and not more than nine, and they shall be elected by the shareholders at a general meeting.

2. Members of the Supervisory Board elected by the shareholders at a general meeting shall be elected for a term until the Company’s next Annual General Meeting. Retiring members shall be eligible for re-election.

3. Members of the Supervisory Board shall receive an annual remuneration determined by resolution of the shareholders at the general meeting.

4. At the Company’s Annual General Meeting held on March 11, 2008, the shareholders approved general guidelines for incentive pay to the management. The guidelines are available on the Company’s website www.gn.com.

Article 19
1. The Supervisory Board shall appoint an Executive Management consisting of two to five members, one of whom may be appointed President & Chief Executive Officer.

Article 20
1. The Supervisory Board shall from its own number elect a Chairman and a Deputy Chairman to replace the Chairman in his absence. In the event of an equality of votes, the election shall be decided by the drawing of lots.

2. The Chairman shall ensure that Board meetings are held as and when necessary. A member of the Supervisory Board or a member of the Executive Management may request that a Board meeting be held.

3. Minutes of the business transacted of Board meetings shall be entered into a minute book, which shall be signed by all Board members attending the meeting.

4. The Supervisory Board shall lay down rules of procedure for the performance of its duties.

Article 21
1. The Supervisory Board shall form a quorum when more than half of its members are present.

2. Board resolutions shall be passed by a simple majority of votes. In the event of an equality of votes, the Chairman or the Deputy Chairman, respectively, shall have the casting vote.

Article 22
1. The Supervisory Board may request that one or more of its members perform specific tasks for the Board against remuneration fixed by the Board. Any resolution regarding the performance of such tasks shall be entered in the Board’s minute book.

Article 23
1. The Company shall be bound in any legal transaction by the joint signatures of the Chairman or the Deputy Chairman of the Supervisory Board and one other member of the Supervisory Board, by the joint signatures of one member of the Supervisory Board and one member of the Executive Management, or by the joint signatures of two members of the Executive Management.

2. The Supervisory Board may grant joint powers of procuration.

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Article 24
1. The Company’s financial year shall be the calendar year.

Article 25
1. To audit the Company’s annual report, the shareholders shall at the general meeting appoint two state-authorized public accountants, or one state-authorized public accountant, if allowed by current legislation, for a term until the company’s next annual general meeting.

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Article 26
1. The Company makes use of electronic document exchange and electronic mail (electronic communication) in its communications with shareholders cf. section 65(b) of the Danish Public Companies Act. The Company may at any time elect also to communicate by ordinary mail.

2. The Company may use electronic communication for all announcements and documents that pursuant to the Company's Articles of Association, the Danish Public Companies At as well as stock exchange legislation and regulations must be exchanged between the Company and the shareholders, including, by example, notices to convene annual or extraordinary general meetings along with agendas and full wordings of proposed resolutions, proxies, interim reports, annual reports, stock exchange announcements, financial calendar and prospectuses, as well as general informatiion from the Company to the shareholders. Such documents and announcements will be posted on the Company's website, www.gn.com, and forwarded to shareholders by e-mail to the extent required.

3. Information about system requirements and other technical requirements and about the procedure for the publication of announcements to the Company's shareholders and electronic communications with the Company will be posted on the Company's website www.gn.com.

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As adopted by the Annual General Meeting of the Company held on March 11, 2008.

This publication is available in Danish and English. In the event of any discrepancies, the Danish version shall be the governing text.

Below is attached GN Store Nord A/S International Stock Incentive Plan.

 GN Store Nord A/S - International Stock Incentive Plan

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