GN Store Nord A/S (CPH:GN)
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Apr 29, 2026, 11:39 AM CET
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AGM 2024

Mar 13, 2024

Klaus Holse
Deputy Chair of the Board, GN Store Nord

Good morning.

Jukka Pertola
Chair of the Board, GN Store Nord

Welcome to GN Store Nord's Annual General Meeting 2024. My name is Jukka Pertola, and I am the chair of GN's board. Welcome all shareholders here in GN's head office, and also a warm welcome to everybody who is attending via online. Welcome also to the board of directors and GN's Executive Management and leadership, and welcome to our auditors. A few practicalities: I will speak English, as you can hear, and so will our CEO, Peter Karlströmer. Our chair of the meeting, Klaus Holse, will speak Danish, and the slides behind me will also be in Danish. If any shareholders have questions or comments, it's perfectly fine to do it in Danish. If you need translation to either Danish or English, you can borrow a headset. They are down there. The meeting will be streamed online in English and Danish.

As stipulated in our articles of association, the board appoints a chair to conduct the meeting, and we have asked to partner with Klaus Holse to preside the meeting. With this, I will give the floor to Klaus Holse, who will guide us through the meeting.

Klaus Holse
Deputy Chair of the Board, GN Store Nord

Thank you very much. I will be speaking in Danish, and as it was said, if you need translation, there will be headsets available at the back of the room so that you can listen in English. First of all, I need to find out whether the meeting has been legally and lawfully convened and whether we are correct. I will not bore you with too many formalities. I've checked all this in advance, and my conclusion will be available forthwith. Just a couple of conditions that need to be met. It appears in the Articles of Association that we must have the meeting in the region of Copenhagen, the capital region, and it must be held in March or April. The convening notice must be issued at 3-5 weeks' notice. It was done on the 19th of February.

There will be a convening notice on the website and also by email to those who have so requested. In the articles and in Danish legislation, there are requirements concerning the contents of the convening notice and the documents made available on the website, and also what is to appear in the agenda. I can also point out to you that shareholders wishing to have something discussed at the meeting must submit such proposals minimum six weeks in advance. We have not received any such proposals not before six weeks, not after six weeks. With regard to representation, a total of 137 admission cards have been issued. 99 to shareholders, 39 have given power of proxy to the board, and 572 have sent in their votes in advance.

If you use this kind of proxy, you could do so all the way up until yesterday, but an ordinary proxy that can also be withdrawn needs to be received the week before. At the start of the meeting, a total of 49 shareholders were present, about half of those who had asked for entry cards. This is usual for AGMs in Copenhagen. The represented capital is about 57% of the total share capital. This is quite well done. And out of this, 94% have already voted by sending in this special form with indications of their votes. And also, we have received support to the proposals from the board by much more than 2/3 majority. So there will be no doubt at all before we even begin as to the outcome of the votes. But that shouldn't prevent us from having a good discussion.

But I think it means that we don't have to have actual votes because of what we have received in advance. Well, the tension has already been taken out of this. Let's look at the agenda. As per usual, the first four items will be dealt with in one go by the CEO and the Chairman of the Board. It's report by the Board of Directors. It's submission of the audited annual report for approval. It is resolution of discharge to the Board of Directors and decision on application of profit or covering of losses. I will now hand over to Jukka Pertola. You have the floor, sir.

Jukka Pertola
Chair of the Board, GN Store Nord

Thank you, Klaus. 2023 was a busy year for GN. Not only did the markets present us with a mix of tailwinds and headwinds, we also had to handle a challenging capital situation as well as fundamentally transforming the company organization. I will take you through the highlights of the year, and our CEO, Peter Karlströmer, will give you more insight into the business operations and how we view the markets and our opportunities going forward. The very short version of the story is that we feel it is going very well, and we have, as company, indeed turned a sharp corner looking towards a much brighter future than we saw at last year's annual general meeting. Let us first take a look at the numbers. I'm happy to say that we have delivered on our commitments thanks to strong execution across our business activities and functions.

In GN Hearing, we gained market share leading to 13% organic growth driven by the successful ReSound OMNIA portfolio. In GN Audio, we executed well in stabilizing but quite negative markets. We have maintained our market-leading position in enterprise and throughout the year gained market share with SteelSeries. On a group level, we ended with flattish growth and revenues of DKK 18.1 billion. We reached 10% Adjusted EBITDA margin and delivered a strong cash flow of DKK 1.1 billion. In total, we have been able to reduce our debt by DKK 4 billion. This significant reduction of debt was possible because of a successful execution of the new capital plan that we announced in May last year.

We raised DKK 2.6 billion in new equity. We refinanced debt on attractive terms with a new DKK 6 billion term loan facility. We sold non-strategic assets for a total of DKK 1 billion.

Very positively, we saw that a series of operational measures paid off generating DKK 1.1 billion in free cash flow, excluding the M&A. The execution of this capital plan extended the maturity of remaining material debt to the third quarter of 2026. We reduced our debt leverage to 4.5x and continue to move forward towards our goal of maximum 2x debt leverage. This allows the board and daily management now to fully focus on the business and the execution of our strategy. We are confident that these actions place the company in the best position to continue and further develop our innovation strategy built on 155 years of technology-driven enhancement of vital human senses with the company's overarching purpose of bringing people closer. A central piece of this strategy is transforming GN into one fully integrated innovation powerhouse with a much simpler governance and organization.

At last year's annual general meeting, we described our strategy to increase the sharing of technologies between our different R&D organizations and to drive synergies between our go-to-market models to realize the benefits of an integrated GN Group. As a natural continuation, in September 2023, we announced the next step in transforming GN's businesses into a one-company setup and simplifying the group's governance structure. Today, the fundamental design of our new organization is largely concluded, and we have now moved into an execution of new ways of working aiming to deliver both financial benefits and multiple advantages to our customers, partners, employees, and shareholders. Capturing the full potential of working as one fully integrated company will, over time, include accelerating our innovation output, harvesting scale benefits, becoming a best place-to-work company, and delivering attractive value creation.

Our business activities are now organized in three focused divisions with accountability for customer and business success: Hearing, Enterprise, and Gaming & Consumer. These divisions are supported by strong functions to drive scale across the company: R&D, Operations, Finance, People and Culture, IT, and Strategy and Transformation. The leaders of these divisions and functions of scale, together with the CEO and the CFO, constitute GN's new executive leadership team. In early September of last year, we announced Peter Karlströmer as the new Group CEO. Together with Group CFO Søren Jelert, he forms our Executive Management . Peter and Søren are very experienced executives who both joined GN in 2023. I'm happy that the eight leaders of our divisions and functions in our new executive leadership team are all recruited from within, all seasoned and very capable GN leaders.

In combination, this leadership team provides GN with much executive and functional experience and competencies as well as new inspiration. This more streamlined and customer-focused organizational setup will enable GN to further expand our competitive position in attractive markets, returning to growth and increasing margins. We are already seeing this team beginning to deliver great results. Now, let me turn to our performance in some of the non-financial areas: environmental, social, and governance topics. In 2023, we made significant progress towards our sustainability goals. Our current sustainability agenda is centered around three pillars: health, climate, and products and packaging. In the health pillar, we met our target to help 10 million people with hearing loss ahead of our 2025 target. This is a great result of our employees who take pride in helping people with hearing loss through innovative technology.

In the climate pillar, we made significant progress towards our decarbonization goals. We have reduced carbon emissions by 34% compared to 2022 in Scope 1 and 2. That is the part of our supply chain that is fully in our own control. We have reduced carbon emissions by 24% in Scope 3, which is partner emissions, which are only in our indirect control and thus way more difficult to impact. With the plans and activities we have initiated, we expect the major decarbonization effects in Scope 3 to take place in 2025 to 2030. Finally, we have reduced our carbon footprint of business travel per employee by 17%. By 2030, we will reduce absolute CO2 emissions from our own operations by 80% and from our value chain by 25% from a 2021 baseline. These targets were validated by the Science Based Targets initiative in 2022.

We are committed to reaching net zero by 2050 at the latest. In the products and packaging pillar, we have significantly increased the use of recycled plastics in our products and are on track to meet our 2025 target while the vast majority of our packaging already now meets the sustainability requirements set for 2025. As is described in further detail in our annual report, we have also taken several initiatives to ensure that we maximize the value we extract from every resource we use, from design, choice of materials, recycling, repairability, and much more. GN is subject to the European Union's Corporate Sustainability Reporting Directive. In accordance to this, our annual report, 2024, will comply with its reporting standards. Then something about our organization. GN fundamentally believes that diverse leadership and organization are key to success as an innovation leader and thus we embrace differences.

To stay relevant as business, we need access to all employees' competencies, creativity, engagement, and loyalty. We need the best talents, and we need diverse talents. Diversity, equity, and inclusion are strategic priorities for GN. Therefore, we want to accelerate our progress in this area, and we are taking a number of initiatives across the company. We focus on diversity in general, but also gender diversity when hiring our graduate program, which forms a pipeline of future leaders. Over 50% of participants in our talent development program are women. Over 50% of the participants in our mentoring program are women. And finally, in 2024, GN's executive leadership has bonus targets driving gender diversity across the company. We look forward to seeing these and many other initiatives bear fruit. At the board level, two new members are today proposed to election, and I will present them a little bit later.

This means that we will have four men and two women elected by the shareholders, which brings us to 33% of the underrepresented gender. In the future, the board will still have as its ambition to have at least 40% of the underrepresented gender. And then I will come to the tax payments made by the company. The tax GN pays is an important part of our wider economic and social impact and a key mechanism by which GN contributes to the development of the countries where we operate. GN is committed to paying tax responsibly, complying with tax regulations, and acknowledges its responsibility to stakeholders to meet expectations of good tax practices. The GN tax policy is reviewed annually and approved by the board of directors. We monitor and support international initiatives, building trust in tax management and payments of multinational companies.

In acting responsibly, we disclose our main taxes paid on a regional level and for Denmark separately. For the FY 2023, our estimated corporate tax payment amounts DKK 175 million, and our effective tax rate was 22.4%. Then about the dividends and share buyback programs. As mentioned earlier, GN's new capital plan and the company's performance in 2023 has taken us a long way in reducing our debt. However, we still have more debt than we would like to, so our focus continues to be to reduce this. We will prioritize to get our net interest-bearing debt down to 2x EBITDA. In accordance with our dividend and share buyback policy, we will therefore not pay out dividend in respect of the FY 2023, and share buyback programs have been paused for the time being. Then I come to the remuneration principles of Executive Management .

The various components of remuneration offered at GN are set to balance the sustainable management of GN's strategy and long-term ambitions with the achievement of short-term results. The remuneration structure ensures that the company's Executive Management is rewarded according to market practice and with a clear link between performance, the value generated for shareholders, and pay. GN's remuneration policy is governed by the board's remuneration committee and is approved by the board and the annual general meeting. We have, in the notice to convene, proposed specific updates to the remuneration policy. The purpose of the proposed updates is to ensure that GN's remuneration policy is in line with market practices and effectively enables the company to continuously attract, retain, and motivate the right talent for its Executive Managemen t.

At last year's annual general meeting, the remuneration report for 2022 was presented for an advisory vote where it did not carry a majority. Subsequently, we have consulted with several key investors and listened to their feedback. As reflected in the 2023 remuneration report, the following steps have been taken to further enhance transparency and address investor feedback. Number one, no incentive changes have been made to the targets or adjustments to the performance relative to the targets in the short-term incentive plan. Number two, no discretionary adjustment of bonus achievements has been made. Number three, we are disclosing the CEO pay ratio for 2023. Number four, we are disclosing the share ownership guidelines for Executive Management . And number five, we are disclosing the peer group for the long-term share option-based incentive plan. We hope and trust that these measures satisfy our shareholders. And then remuneration of the Executive Management .

In line with the principles in the remuneration policy and based on the company performance, Executive Management received the remuneration that you can see here. It should be noted that the short-term incentives for Peter Karlströmer and long-term incentives for Søren Jelert include sign-on bonus to compensate for lost equity with their previous employer. For a full and detailed account, I will refer to our remuneration report, which is available at the company's website. Board remuneration in 2023 totaled just over DKK 9 million, based on the principles in the remuneration policy and fee amounts approved by the annual general meeting last year, which are shown on the slide and also detailed in the remuneration report. As I mentioned, 2023 was a busy year, and this was also reflected in the board's meeting activity. In GN Store Nord board alone, we had 22 board meetings during the year.

For this year and going forward, the Board proposes some changes to the fee structure. The intention is that the changes shall not cause any substantial change in the total amount of remuneration paid for each board member. But as a consequence of the transition to a simplified one-company setup, board members elected by this annual general meeting will only serve as board members of GN Store Nord and not as previously also for GN Hearing and GN Audio. The workload, however, for each shareholder elected board member will remain the same as they will oversee the whole GN Group. Fees previously paid to members of the two subsidiary boards are consolidated into one board fee. The proposed fee structure and amounts can be seen here and was also detailed in the notice to convene.

As mentioned, the total remuneration for the FY 2024 remains substantially at the same level than in 2023. This is just part of the ongoing simplification of our governance structure into a one-company setup. The Board yearly conducts an evaluation of its work through which the Board can track performance, strengths, and development areas. In 2023, the Board performed a more comprehensive Board evaluation with the assistance of an external advisor. The evaluation encompassed personal interviews tailored to online questionnaires, a mapping of the Board composition and competencies, Board composition benchmarking, and analysis of the time spent during Board meetings. Additionally, various documents were reviewed, including agendas, Board material, and committee charters. Individual Board members received constructive feedback on their performance and contributions as part of the evaluation. The result of the Board evaluation, including practical recommendations, was discussed at the Board meeting in December 2023.

The general conclusions were that the board members are empowered to express their thoughts and opinions, they meet well-prepared, and they are highly committed. However, the board, in many ways, hit the perfect storm in 2023. On the back of the pandemic, supply chain challenges, and the acquisition of SteelSeries, GN experienced inflation, increased interest rates, high debt, and a negative share price development. Moreover, GN simultaneously onboarded a new chair, a new CFO, a new CEO, and introduced a new governance structure. Based on this and the board evaluation, it was proposed that the board should focus on maintaining board discussions at the strategic level while continuing to build an encouraging and valuable relationship with Executive Management . The board and Executive Management feel that this has been a valuable process which has helped us to move forward in a constructive way.

Our current board consists of four members elected by the annual general meeting and three members elected by the employees in accordance with the Danish Companies Act. Since last year's annual general meeting, two members, Montserrat Pascual and Ronica Wang, decided to step down from the board. I would like to take this opportunity to thank them both for their services and dedicated commitment to GN, Montserrat since 2020 and Ronica since 2015. First, to the company's Articles of Association, GN is managed by a board of directors of five to nine board members elected in the general meeting. Evidently, we have dropped below five members. After conferring with our legal advisors, we decided that it would suffice to wait for today's annual general meeting to supplement the board with two new members, which is what we propose today.

The board proposes that six members of the board of directors are elected by this annual general meeting. The board proposes the re-election of Hélène Barnekow, Annette Weber, Deputy Chair Klaus Holse, and myself for a term until the company's next annual general meeting. As the two new members, the board proposes election of Kim Vejlby Hansen and Jørgen Bøndgaard Hansen . When recruiting board members to fill the empty board seats, we have, with external assistance, searched for candidates globally with experience of one or more of the areas that were deemed relevant for the board based on the board evaluation that I mentioned before. We have, in particular, looked for candidates that have CEO experience, relevant industrial experience, board experience, technical innovation experience, as well as global leadership experience, not least in relation to our very large U.S. market.

We believe that we have found two very strong candidates who will add important competencies and significant experience to the board. Kim Vejlby Hansen is CEO at the globally operating company FOSS. Kim has deep expertise within Executive Management , business development, M&A, product development, and therein software, hardware, digital signal processing, actually including also hearing aids. He also has experience in quality, service and sales support, production, procurement, and logistics. Kim, could I ask you to stand up so that the shareholders can see you? Thank you, Kim. Jørgen Bøndgaard Hansen is CEO and chairman of Gravitas Medtech and based in the U.S. Jørgen is an experienced international leader, having lived and worked in Europe, U.S.A., and Asia, where he has led large organizations with a global agenda of growth and major transformation, especially within healthcare.

Jørgen brings a wealth of expertise in strategy, M&A, sales, marketing, medtech R&D, and supply chain, which will benefit our work in the board. Jørgen unfortunately was unable to meet with us today because of a long-time prior engagement in the U.S. where he lives. All candidates proposed for re-election and election are considered independent as defined in today's recommendations on corporate governance. So with this, I would like to ask our CEO, Peter Karlströmer, to provide the shareholders with some more insight into our business and how we look at our opportunities going forward.

Peter Karlströmer
CEO, GN Store Nord

Thank you, Jukka. And let me also say a warm welcome on behalf of myself and the executive leadership team to all of you here present in the room, but also present online with us. It's great to see you all.

As Jukka explained here, 2023 has been a year with very good progress for our company. I think we have strengthened our business across the board. We have maintained high market share or been growing market shares across our businesses. We also successfully addressed the balance sheet, which was in a strained situation a year ago. In essence, I would say today we are a much stronger company than we were a year ago. If we can move to the next slide, let me just share a few thoughts and facts on our businesses. Here you can see how we performed 2023 and how we are planning to execute our business for 2024. The 2024 numbers are also the guidance we have given to the capital market. In 2023, our revenue growth was -1%.

Some businesses grew much faster, and some had some difficulties in this market. I would say overall, a solid execution. What's very positive is that we finished 2023 with a very good momentum across our businesses. As such, we're also planning for 2024 with very healthy growth. We're given a range of that between 2% and 8%. The range is largely due to external factors on the economies and the market developments. In every situation, we believe we'll continue to perform very well on the parameters we can control. Margin is, of course, also very important for us. In 2023, we delivered an EBITDA margin of 10%. For 2024, we are planning to increase this between 12% and 14%. I think the range also largely depends on how the top line develops.

A more healthy growth of the company also provides support for a stronger margin. Then when it comes to the free cash flow, in 2023, we delivered a free cash flow of DKK 1.1 billion, which helped to leverage the company. A significant part of this, we have planned inventory reductions that successfully were executed. As we know, moving into 2024, we have guided the market to say that we will deliver an excess of DKK 700 million in free cash flow. This number is not, I mean, assuming any major inventory reductions. This is pure cash generation from our operational activities. I will come back here a little bit later to touch upon the different businesses we have. As you noted, we changed our corporate structure, and we're also changing the way we report.

So going forward, we will talk about our enterprise business, our gaming and consumer business, and our hearing business. That's also how I will comment on our businesses. If we can move to the next slide, before going into each business, let me just a bit further touch upon how we are organized. Jukka also mentioned some of this here earlier in his speech. We have three divisions now in the company. It's enterprise, gaming and consumer, and hearing. These are led by very seasoned business leaders that wake up every morning to just make sure we're doing the best to drive success for our customers and deliver a very healthy business in each of these markets. But then they are supported by our functions. The functions, they are now supporting the whole company. That is what is new.

Before, we had two separate companies working very much individually. Now we're bringing this together into one company. Here we will gain a lot of scale and a lot of benefits. In R&D, we believe that working closer together across the business will really help us to innovate better, to deliver more exciting innovation to the market, and as such, also drive further success in each of our businesses. Then in operations, as a company, we have a significant amount of production of products across our businesses. We know uniting this into one organization really makes sure we have an optimized supply chain and operation setup across the company. This will yield a lot of benefit for each of our businesses and also benefit financially and to our shareholders. We already before shared functions in IT, in finance, and HR.

And we are keeping those in place, but I would say taking a further step in terms of further investing and professionalizing those. So all in all, I think we're moving towards a setup that is easy to understand, easy for our employees to navigate. We're taking away quite some barriers for interactions. And I think this also will serve our shareholders very well over time and also create a very healthy transparency into our business. If we can take the next slide. This is our executive leadership team. We have Søren here on the first bench as our CFO and myself constituting our Executive Management team. And then we have the eight experienced leaders leading the divisions and functions I just went through. We're already operating today as a very tightly knit team.

We're meeting very frequently to discuss how we can bring GN forward with the benefit for our customers, our employees, and our shareholders. We believe a lot in the growth, innovation, and long-term benefits of what we're doing here. But it's also actually resulting in some short-term cost synergies. We have announced those to be DKK 600 million. And 400 million out of those, we have committed to deliver already this year. And I would say it's well on track. So all in all, we believe we're now setting ourselves up to have a simpler, more transparent, and more powerful way of running the company. And very much believe in terms of this structure as we move forward. If we can take the next page here.

So let me now go through each of our three divisions and the businesses, both with a few comments on what happened 2023, but also how we see the year ahead of us. Let me start with the hearing business. Here, I would say we had a fantastic year in 2023. We're very proud of what we accomplished. It was a healthy hearing aid market supported by the structural trend of growth with demographics and also the need for more hearing aids. But we actually grew significantly faster than the market. The way we did that was by introducing great hearing aid platforms. We first had our Omnia platform really delivered well. Later in the year, we launched the successor, the Nexia platform. This platform really helped our users to hear better. I think it is as simple as that.

It helps to hear better in a noisy environment, helps to hear better in a broader sense of situations. But they are also better platforms in terms of working with for the audiologist and making it much easier in the interaction with our patients. So the wider value proposition of our hearing aids, we believe we have really strengthened those. And with Nexia, we actually are the first company in the world that is launching Bluetooth Low Energy and Auracast, which is a new level of connectivity, which makes it much easier for people with hearing losses to listen in public spaces like this or in theaters and cinemas or wherever you go where there are a lot of people. So we're very proud of this innovation, really, to create benefits for our users. And then Nexia also is a very small hearing aid.

We believe it's still the smallest one in the industry. And that is very important for all the users to have something that provides comfort. And many of our users also would like to have a hearing aid that is not visible, so apparent. So all in all, we believe we're doing really, really well. In 2023, we grew with 13%, which is significantly faster than the market. And in 2024, we are planning for continued growth in addition to the market growth, gaining further market shares. The range of growth we have planned for is between 8% and 12%. And the market, we estimate to be around 4%-6% of growth. So all in all, a great momentum and great progress on our hearing business. Let's move to the next slide. So let's move to the enterprise division, which is another significant part of our company.

Here, we are doing, in particular, headsets for professional use and video systems. And in 2023, we defended our market-leading position, in particular in headsets, where we have around 50% global value market shares. The market itself was challenged. And it kind of adjusted after the COVID growth. But we really executed well and maintained the strong position we have in these markets. We also launched new products. We launched the Jabra Speak2. Many of you might have seen the small speakerphone, the round ones. And the new ones are launched in a very nice, sleek design with even more performance and functionality. And we also launched new headsets in the Jabra Evolve2 range. And those really are excellent equipment for hybrid work.

And then on the video side, we launched the PanaCast 50 Room Systems that really strengthened the portfolio and our innovation around video systems for video meetings. And so all in all, I think we did very well. The market itself started to stabilize during the year. It was very difficult in the beginning of the year. But over the year, we saw more stable volumes in the market. And towards the end, even more stability. And we're also picking up some of the same kind of messages from our largest customers and partners in the markets. So we believe that this year, in our main planning, we will see a return to growth for our enterprise business. And the way we have planned for this is to be a growth somewhere between -3% to +5%.

And depending on when the market turns back into growth, that determines also the outcome here. So all in all, it's been a bit of a challenging year for the enterprise market. But we actually performed very well in everything we can control. So we're well positioned for market recovery and to continue to do well in the enterprise business. Let's move to the next one. So let me go to the third division, which is gaming and consumer. Here, we had an outstanding year for our gaming equipment business under the SteelSeries brand. They grew with 16% in a market that didn't show any real growth. The market started quite in a tough position at the beginning of the year, stabilized over the year. But our teams, they really did very well, launching new products and executing very well out in our channels.

In essence, the SteelSeries offering is very much appreciated by gamers all across the world. We are strong in the headset space, growing strength in the keyboards and mice, and also launching new products like the SteelSeries Alias streaming microphone. All in all, a great year for our SteelSeries and gaming business. The teams, they are really performing well and are gradually strengthening their market-leading position. On the consumer products outside of gaming, we also made significant progress. We launched our Jabra Elite 8 Active and Jabra Elite 10, which are the most advanced true wireless earbuds we have launched until today. They were launched towards the end of the year, been very well received in the market, and are helping us to further move into a premium brand also on the wider consumer side.

All in all, a year of great progress in the gaming and consumer division. As we're planning for 2024, we believe we'll be able to grow this business somewhere between 2% and 10%. If I sum it up, we feel good about the progress during 2023. We're finishing 2023 with a good momentum across our businesses. We're planning for 2024 where we'd like to grow faster than the market with improved margin and a healthy cash flow. With that, I'd like to hand it back to our chairman, Klaus Holse.

Thank you very much. This was the report from the Board of Directors. Also, we will now be addressing all items from 1-4 on the agenda. Please come up here when you take the floor because we need everyone to be able to hear you. First, we will be hearing from ATP, the Danish Supplementary Labour Market Pension Scheme.

Thank you. So, as you heard, I'm Claus Berner Møller . I represent ATP. I'd like to start by thanking you for the report and the review of the financial statements. 2023 was a year with tailwinds and headwinds for GN. 2023 started tumultuously because the board had to withdraw a proposal at the annual general meeting. This was the authority to add another DKK 7 billion. And that gave the board a difficult task handling the debt. And it's been a focal point ever since. GN has reduced its net interest-bearing debt in 2023 from DKK 14.6 billion- DKK 10.6 billion. This has been done through a capital extension, gave DKK 2.6 billion positive cash flow, lease back of the head office, and investments. The DKK 10.6 billion is still a high level of debt compared with earnings.

But if you expected earnings development in 2024 is deliberate, then the debt will be of a more manageable size at the end of 2024. 2023 was a good end for the first part of the integration of hearing and audio. GN is now one company with one CEO and one CFO. This simpler structure, which ATP has been talking for in recent years, this will give synergies of up to DKK 600 million. GN expects to deliver 2/3 of that in 2024. In 2023, you delivered 13% top-line growth. In enterprise, it went down by 16% due to difficult market conditions. Gaming and consumer part had a high growth in gaming but a big decline in consumer. So anyway, 2023 was a year with tailwinds and headwinds.

I would like to know more about the opportunities that GN sees from the new company structure and hear about the most important risks and challenges now that you have changed your structure. GN, in recent years, has made a lot of progress in ESG. On behalf of ATP and our ESG team, I'd like to say that we've had a good dialogue with GN on biodiversity. And we are convinced that the company is looking at the most important elements of its supply chain. Next year, GN will be reporting under the new CSRD, the new sustainability reporting scheme of the European Union. This is quite extensive. There are about 1,200 different data points within 10 themes. I'd like to ask you how GN is working to ensure its focus on the most significant items here in this sustainability reporting. Overreporting gives unnecessary complexity, I would say, increases costs.

The reader of the report will sort of be lost. Thank you. I'd like to thank everyone for GN for the results in 2023. I wish the management and employees good luck with the challenges in the coming year. Thank you. Thank you to Claus Berner Møller . I give the floor to the chairman of the board to comment on the specific questions.

Klaus Holse
Deputy Chair of the Board, GN Store Nord

Thank you for good cooperation for many years and your support that we've had for many years from ATP for GN. Thank you very much for that. Thank you for your relevant questions. As we told you, we have done quite a lot, made quite a big change in the organization. We have simplified the company, I would say. We also think that we've made it more competitive. We will see quick effects from that, I believe. But it's a big change.

You also asked, what are the most important risks and challenges and opportunities when you introduce such a change? First of all, the opportunities. Yeah, it's already been mentioned. But we do believe that when we add everything up, we can create more economies of scale in our research and development, all of our development work. We can also have advantages with go-to-market models. We address the consumer market and the enterprise market and the hearing market. We do believe there's more and more of an overlap among the three markets. With a new organization, we can better address these synergies. And not least, we see synergies in our production and supply sector. So this will also be a matter of more of economies of scale. In a big transformation, we have now a strong executive leadership team. We have a new style of leadership.

We have also had external assistance so that we can keep focus on the transformation. We have an integration office that has experienced internal and external resources. We hope that all the risks that exist, that they are manageable, that we have them under control. It's a big change for the company, that's for sure, both for management and for all the employees. We do believe we're doing quite well. Your second question is also very relevant, the CSRD reporting and ESG reporting, much more extensive. We have good resources also to have that in hand to manage that. As Klaus says, we have to be careful not to drown in all this reporting. We must have time to focus on our business. I do believe we've done that quite well.

We have a double significance assessment where we've found that only about 50% of the ESG data points are covered by the CSRD. Only 50% of it is relevant for us. So that reduces the burden, that's for sure. We do believe that it's on a par with corresponding companies. It's important for us to report, but not just to report, but also to live by these new ESG challenges. It's not just good for the surrounding world, but it's also good for business if we do it right. We will have better management of our resource use, energy consumption. It will help us to ensure we can remain profitable. We focus on ESG. I do believe at a suitable level. Thank you.

It's comforting that we don't need to go over 1,200 reporting items next year. Anyone else? Mr. Weihe, you have the floor.

If Weihe comes up, I'd like to hear if there are any other requests. Yes, there is someone at the back. Right, you're next.

Speaker 4

Thank you. I see that some companies this year have started conducting their AGMs digitally only. That is not democracy because you need to meet people and look them in the eye. You can do that at a physical AGM. I hope that you don't have any plans of making this into a wholly virtual AGM. I don't think legislators in Denmark don't know what the people really want. They focus on something entirely different. This is not a good situation. I think you should be very careful and wary of these people that are trying to take away power from us. If we don't have cash any longer, we are in a very vulnerable situation if someone else prevents us from really being in control of our investments. Now, EBITDA, you said that in 2023, it was 10%.

You expect growth to 12%-14% in 2024. But in the accounts, in the five-year overview, it says 6.8%. So I don't really get what's there. There's something here I don't understand, apparently. There are two different levels indicated. Also, concerning the share programs that you operate, how about share programs for employees? The share price is low right now also because of the low figures. But if you have a low sort of performance, you don't have money to buy shares to give to your employees. So I just want to attract your attention to the good idea in buying treasury shares. But you should also be wary of the situation where you all of a sudden make it extremely attractive to employees to get these shares that have been purchased at a very low price. And then they can sell them at a high price.

It's not thanks to them that the share price has risen. It's due to the market forces. Yeah, you didn't talk a lot about this year's annual result. Maybe you don't want to get into that sort of the final result. DKK 286 million last year. What do you expect with regard to the bottom line for next year? You talked about 10% to 12% to 14%. Surely, that should be reflected in a higher bottom line.

Klaus Holse
Deputy Chair of the Board, GN Store Nord

Thank you, says Mr. Schmidt. Four questions. We'll come back to them. First of all, you gave praise to the board for still having a physical AGM. Number two, you wanted a key figure that we can now hear in a while from the people seated up here. You talked about the shares and the share programs. Then the expected annual results for the forecast for 2024.

But while you think about how to reply, we will hear the next speaker on the list. I'd like to hear if there are anyone else. Well, for the time being, this is it. Let's hear the next speaker.

Speaker 5

Thank you. I'm Flemming Elbæk. I attended another AGM in the Demant company. They said that they were going to divest their gaming service. That's big with you. I've not attended your AGMs before. I understand that this is very important. If they are planning to divest their gaming service, would that sort of involve new competition for you?

Klaus Holse
Deputy Chair of the Board, GN Store Nord

Well, that was short and sweet. Before I hand over to the representatives up here for a reply, I take it that we have now exhausted the number of questions in the audience. Let's hear from Jukka first.

Jukka Pertola
Chair of the Board, GN Store Nord

Thank you for your question. First, to Gitte Aabo. We are not planning to use a digital AGM. We are not going to do that. We'll continue the way we're doing it today so that you can turn up. You can follow it online. But you can also turn up here in the room. There's a bit of confusion there, that different lines in our financial statements. We have the Adjusted EBITDA. That's what we're talking about. This is what we report. And so adjusted has different one-off items that I included there. The LTI program, we agree that the share price is quite low right now. So obviously, it can be good for our employees to buy shares right now, as you mentioned. We have a long-term incentive program, LTI program, for our management and many employees.

That has the purpose of pursuing our goal, which is also the goal of the shareholders. There was one more thing, wasn't there? I forget. Oh, yeah, the result for 2024. I think it's better that our management will comment on that.

Peter Karlströmer
CEO, GN Store Nord

Again, to build on what you said, Jukka, I mean, in the end, it's the bottom line that in many ways are the most important. But every year, there are different kinds of one-off kinds of costs that are taken. And therefore, we also talk about the Adjusted EBITDA to give an easier comparison between years. GN has been going through quite some change programs, in particular in the IT area. And as such, have been having quite some adjustments between the true bottom line and the Adjusted EBITDA. We have also part of the One GN said that going forward, we will do at the most a few adjustments. So you should expect to see a closer alignment between the very bottom line and the Adjusted EBITDA.

If we look for 2024, at this point in time, we do not have any one-off items that we are planning for and are communicated. So as such, the guidance we have given should be seen all the way to the bottom line. So hopefully, that clarifies. Let me just also build up on what Jukka, you said on the LTI programs. I think it's also worthwhile to highlight for you as shareholders that we are doing a program every year. And all employees on the senior level participate every year. Some years become a bit more favorable. And some less favorable. We have two programs that just had ended up in zero payouts. So I actually think over time, we believe this is a fair and robust way to make sure that our senior employees and leaders are aligned with the shareholders to create value for our shareholders.

Jukka Pertola
Chair of the Board, GN Store Nord

Yeah, Flemming Elbæk did not get a reply to his question concerning Demant. Oh, yeah, I forgot.

Peter Karlströmer
CEO, GN Store Nord

I'm not in a position to comment on Demant's divestiture, as I'm sure you appreciate. But I think it's fair to say that the gaming industry, as well as the enterprise communication, where EPOS have been in both, I mean, our industry is with many players. We are fortunate to have significant positions in both our SteelSeries gaming business, as well as the enterprise headsets and video. So I mean, our businesses are very well performing. And we see ourselves as market leaders in these segments. And we have healthy financials today. And also see a strong future for these businesses. So we very much believe in those. And we believe they are good also for our shareholders.

Jukka Pertola
Chair of the Board, GN Store Nord

[Foreign language]

Any other comments, questions? No? I take it that we have now exhausted the discussion in relation to the first four items. Let me sum up. First, we had the report from the board. This is not something that we'll be voting about. We will be discussing it and debating it. Once the debate is over, we proceed to item two. Item two is presentation of the audited annual report for approval. Again, we have had questions and comments. I take it that this is an expression of approval. We have décharge to members of board and management. This is kind of an old-fashioned expression. It means that you will not take management to court with regard to problems in relation to the accounts and with regard to, but if something later turns up, then the situation is different.

I don't think this gives rise to other comments. Then we have decision concerning the distribution of profit or the coverage of loss. The proposal is that no dividend will be paid out this year. The general meeting cannot decide that the dividend be higher than what has been proposed by the board. So this means that it has actually been approved. Then we have other items on the agenda. Many of them are sort of always on agendas. This has to do with presentation and advisory vote concerning the approval of the remuneration report. And last year, the report was not approved, which means that this year, you have to relate to what the problem was last year. And as the chairman has said, there has been a dialogue with some of the major shareholders. And there has now been more transparency in the communication this year.

So the board now proposes that the remuneration report this year be approved. As I said in my introduction, a large majority has acknowledged in advance that they support it. We don't need an actual vote. About 19 million votes are represented in the room. But in advance, about 320 or 330 million votes have been cast. The large majority are in favor. I take it that this has been approved. Otherwise, you need to speak out very loudly. Then we have approval of remuneration to the board for the current fiscal year, which is 2024. We heard in the report about this. There's also a very thorough description in the convening notice. It is proposed that the remuneration be unchanged from 2023 to 2024, although it comes from different boxes. Previously, it was divided into three amounts concerning the three different businesses.

Now, we have one company. Everything will come from one account, so to speak. Some of the remuneration amounts will be increased. Some will be reduced. Generally, there will be no change in the grant total. Any questions? I take it as approved. The next item on the agenda is election of members to the board. You have now heard in the report that the board came below the minimum number of board members in the course of the year. This is not a problem from a legal point of view. It just means that you wait until the next AGM. Then you fill up. We need between five and nine members. Here, we have first a proposal to the effect that we have, in future, six members.

On the basis of the figures I've seen, I take it that this has been approved. I see no objections. Let's then find out who these six people are going to be. As already said, we have the proposal for the reelection of the chair and the vice chair and the two ordinary board members also. New election of Kim Vejlby Hansen and Jørgen Bøndgaard Hansen . Are there any other candidates or proposals? It is certainly going to be very difficult to be a candidate in view of the votes already cast. But there you go. Congratulations to both the four existing members and the two new members. Then we reach item eight, election of a state-authorized public accountant. Here, we have a novelty because the Danish Parliament and the Danish authorities have decided to introduce a bill of legislation in the middle of this AGM period.

It has not been adopted yet. But once adopted, it means that you also need to appoint a sustainability auditor. It's OK for that person to be the same as the financial auditor. But we expect the law to be passed in one or two months. But after that, there will be an item on all agendas of AGMs to the effect that you need to appoint a sustainability auditor. We have representatives in the room. So we can, of course, ask them what it is that they actually do. But PricewaterhouseCoopers will be elected to be financial auditors and also to be sustainability auditors. Any other candidates? It's very rare to see other candidates in an AGM. Right, congratulations. You have been elected. Congratulations with the new title. We have proposals from the board.

Klaus Holse
Deputy Chair of the Board, GN Store Nord

These are mainly standard items, adjustments to things that are quite common in companies. The first one is a proposal for renewal of the standard authorization to increase the share capital with preemptive rights. There are no specific plans to do that. This is a standard authorization that the company wishes to have up to 50%. This is the limit that proxy advisors operate with. They're asking for it for a five-year period, which is the one you can ask for in accordance with the Companies Act. Any questions? This requires two-thirds majority, which it will be. So this authorization has been granted. There'll be an adjustment to the articles. Next one is like the same, the standard authorization to increase the share capital without preemptive rights.

This is what was done last year, asking for a smaller authorization, 10% of the existing share capital, also for a five-year period. Any questions, comments? Going, going, gone. Adopted. The next one is a proposal from the Board of Directors to authorize the Board of Directors to acquire treasury shares. The company has 3.5% of the shares. And they're asking for what all listed companies ask for, an authorization to acquire own shares. But you can never have more than 10%. You can never have more than 10%. So this is an authorization to supplement by 6.5%, as in all other companies.

There is a limitation in regard to the price. It cannot deviate more than 10% from the price on the stock exchange. Any questions or comments? No, adopted. This brings us to Item D, which is the proposal to approve the updated remuneration policy. There are certain adjustments.

The document has been available on the website. It has been approved by the board but must be formally approved by the AGM. In the convening notice, it has been described that there are items here that should be focused on. You're going from share options to so-called performance share units. You're changing the LTI performance goals. There are guidelines concerning shareholdings. If under the next item, we adjust the rule on indemnification, this will be adjusted also. Thank you. Any questions or comments? No, duly adopted . We're doing quite well, aren't we? Next proposal is indemnification of the Board of Directors and Executive Management . You previously said that you have provision on indemnification. So the things that are not grossly negligent or deliberate, you can indemnify board and management. We have that in many listed companies over the last three or four years.

It was fine, as decided last year. Meanwhile, there has been a statement from the Danish Business Authority that requires certain changes to the wording. It's quite limited, these adjustments. It's an attempt to accommodate the adjustments that are required due to the statement from the Danish Business Authority. One of the most important points is that this is now a four-year thing. So it'll be presented for renewed approval at least in four years' time, the same as with the remuneration policy. That will be a good way to handle it, to adjust them together. There's a separate proposal to put it in the articles that you have this decision to be made so that shareholders can find it. And so that shareholders can find the detailed content, it should be also in the remuneration policy, be part of that so that you can see that.

So these are three decisions. One is the actual indemnification. Second, the statement in the articles that describes it. And then the decision should be part of the remuneration policy. These are minor adjustments. Any questions? Not the case. So all three items have been duly adopted. That brings us to proposals from shareholders. I said at first that if a shareholder is to have an item on the agenda, is that proposals have been submitted to the board no later than six weeks before the AGM. No such proposals have been received. And none have been received after the expiry of the deadline. So that's easily done with. Then any other business? You cannot have anything decided. But you can have the floor if you want. Does anyone wish to speak under any other business?

If not, I will discontinue my job and give the floor back to the chairman. Over to you, Jukka.

Jukka Pertola
Chair of the Board, GN Store Nord

Thank you, Klaus. And thank you for guiding us through the meeting efficiently and effectively as always. And thank you also, Peter, for sharing the insights into the business. And thank you for all you who have come here, to all our shareholders, for your support. I acknowledge that we have been through some turbulent times. And I hope that you can now see GN's future, like we do in the board and management, with more confidence and optimism than a year ago. I hope to see you again next year when we can share more progress and value creation for GN. And with that, I will say once more, thank you for coming. And I wish you all a good day. Thank you.

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