Pandora — AGM Information 2014

Feb 24, 2014

Pursuant to article 6.3 of the Articles of Association of Pandora A/S (the
"Company"), the Annual General Meeting of the Company is hereby convened to be
held on

                Wednesday 19 March 2014 at 10:00 am CET

The Annual General Meeting will be held at

Radisson Blu Falconer Hotel & Conference Center, Falkoner Allá 9, DK-2000
Frederiksberg, Denmark

with the following agenda:

1. The Board of Directors' report on the Company's activities during the past
   financial year.

2. Adoption of the Annual Report 2013.

3. Resolution proposed by the Board of Directors on remuneration to the Board
   of Directors for 2013 and 2014.

   3.1 Approval of remuneration for 2013.

   3.2 Approval of remuneration level for 2014

4. Resolution proposed on the distribution of profit as recorded in the adopted
   Annual Report, including the proposed amount of any dividend to be distributed
   or proposal to cover any loss.

5. Resolution on the discharge from liability of the Board of Directors and the
   Executive Management.

6. Any proposals by the shareholders and/or Board of Directors.

6a. A shareholder has submitted the following proposals:

 6a.1 Amendments to the Company's notices convening annual general meetings.

 6a.2 Change to the Company's website.

 6a.3 Meal to the shareholders in connection with annual general meetings.

6b. The Board of Directors has submitted the following proposals:

  6b.1 Reduction of the Company's share capital.

  6b.2 Amendments to the Company's Articles of Association.

  6b.3 Amendments to the Company's Remuneration Policy.

  6b.4 Amendments to the Company's Guidelines on Incentive Payment.

  6b.5 Authority to the chairman of the Annual General Meeting.

1. Election of members to the Board of Directors.

2. Election of auditor.

3. Any other business.

Complete proposals

Re agenda item 2:
The Board of Directors proposes that the audited Annual Report 2013 be approved
by the General Meeting.

Re agenda item 3:
Re agenda item 3.1
The Board of Directors proposes that the actual remuneration of the Board of
Directors for 2013 be approved by the General Meeting. Reference is made to the
Annual Report 2013, note 2.3.

Re agenda item 3.2
The Board of Directors proposes that the following remuneration level for the
financial year 2014 be approved by the General Meeting.

The Chairman of the Board of Directors will receive DKK 1,500,000, the Deputy
Chairman will receive DKK 750,000, and other members of the Board of Directors
will each receive DKK 500,000. Furthermore, a number of committees have been
established. The chairman of a committee will receive a fixed fee of DKK
150,000 and a committee member will receive a fixed fee of DKK 100,000 for this
work regardless of how many committees a member is involved in. The Chairman of
the Board of Directors will not receive any committee fee.

Re agenda item 4:
The Board of Directors proposes that a dividend of DKK 6.50 per share be paid
on the profit for the year available for distribution according to the Annual
Report. No dividend will be paid on the Company's holding of treasury shares.
The remaining amount will be transferred to the Company's reserves.

Re agenda item 5:
The Board of Directors proposes that the General Meeting discharge the Board of
Directors and the Executive Management from liability.

Re agenda item 6a:
A shareholder (Kjeld Beyer) has submitted the following proposals:

6a.1 Amendments to the Company's notices convening annual general meetings.

6a.2 Change to the Company's website.

6a.3 Meal to the shareholders in connection with annual general meetings.

Re agenda item 6a.1
It is proposed that the notice convening annual general meetings includes an
extract of the Company's annual report of the income statement with references
to notes, the balance sheet with references to notes and the statement of
changes in equity, a five-year overview and an overview of granted share
options and warrants.

In addition to the statutory requirements, the five-year overview must include
5 years' accounting figures and financial ratios for the Company, including
information broken down by year on equity value in DKK, share capital in DKK,
the nominal value of the shares in DKK, number of shares issued, including
information on the number of own shares.

The overview of granted share options and warrants must include information on
share options and warrants granted during the financial year and information on
any increase in the value of granted share options and warrants calculated on
the date of the financial statement compared to the grant price.

The Board of Directors does not support this proposal.

Re agenda item 6a.2
It is proposed that the menus to access the Company's published financial
statements and interim financial statements on the Company's website
www.pandoragroup.com be in Danish.

The Board of Directors does not support this proposal.

Re agenda item 6a.3
It is proposed that the shareholders, either before or after an annual general
meeting, be offered a meal proportionate to the Company's expectations for the
next year. If a loss or substantial deterioration is expected, no meal will be
served.

The Board of Directors does not support this proposal.

Re agenda item 6b:
The Board of Directors has submitted the following proposals:

6b.1 Reduction of the Company's share capital.

6b.2 Amendments to the Company's Articles of Association.

6b.3 Amendments to the Company's Remuneration Policy.

6b.4 Amendments to the Company's Guidelines on Incentive Payment.

6b.5 Authority to the chairman of the Annual General Meeting.

Re agenda item 6b.1
As previously announced in the Company's annual report for the financial year
2012, the Board of Directors, as part of a change to the Company's capital
structure, has passed a resolution to change the Company's dividend policy as
well as to initiate a share buyback programme of up to DKK 700 million in 2013.
The purpose of such share buyback programme is to reduce the Company's share
capital and to meet its obligations under the share buyback programmes for the
Company's employees, and, in line with the previous announcement, the Board of
Directors hereby submits a proposal to reduce the Company's share capital to
the effect that a part of the acquired treasury shares are cancelled while the
remaining part of the acquired treasury shares are maintained by the Company
for the purpose of fulfilling the Company's obligations in connection with the
incentive programmes for the Company's employees.

The share buyback programme was implemented in the period 26 February 2013 to
30 December 2013. Reference is made to the company announcements available on
the Company's website www.pandoragroup.com.

Against that background, the Board of Directors proposes that the Company's
share capital be reduced by a nominal amount of DKK 2,027,438 by cancellation
of a nominal amount of DKK 2,027,438 treasury shares of DKK 1, equal to 1.6% of
the Company's total share capital. Under section 188 of the Danish Companies
Act it is stated that the purpose of the reduction is to cancel a part of the
Company's portfolio of treasury shares. According to the Danish Business
Authority's practice, this purpose may be compared to a capital reduction to be
distributed to the shareholders, see section 188(1)(ii) of the Danish Companies
Act. In that connection, the Board of Directors states that the shares have
been acquired at a total amount of DKK 423,023,083 to the effect that, in
addition to the nominal reduction amount of DKK 2,027,438, an amount of DKK
420,995,645 has been distributed. Following the capital reduction, the
Company's nominal share capital will be DKK 128,115,820.

As a result of the share capital reduction, it is proposed that article 4.1 of
the Articles of Association should be amended to read as follows after expiry
of the time period prescribed in section 192 of the Danish Companies Act:

"The Company's share capital is nominally DKK 128,115,820, divided into shares
of DKK 1 or any multiple thereof."

Before the implementation of the capital reduction, the Company's creditors
will be requested, through the Danish Business Authority's IT system, to file
their claims within a time limit of 4 weeks, see section 192(1) of the Danish
Companies Act. Under section 193(2) of the Danish Companies Act, the Danish
Business Authority will automatically register the implementation of the
capital reduction and the resulting amendment to the Articles of Association as
being final 4 weeks after the expiry of the time limit for the creditors'
filing of claims or, at the request of the Board of Directors, on any earlier
date unless the implementation at such time cannot take place under the
provisions of the Danish Companies Act.

Re agenda item 6b.2
The Board of Directors proposes that the Company’s Articles of Association be
amended as follows:

a) That the provisions in articles 4.4 and 4.4.a of the Articles of Association
are deleted as the authorization has expired and is thus no longer relevant.

b) That the provisions in articles 6.4 and 6.8 of the Articles of Association
are amended to the effect that the term "the Danish Commerce and Companies
Agency (Erhvervs- og Selskabsstyrelsen)" is replaced by the term "the Danish
Business Authority (Erhvervsstyrelsen)". The amendment is a consequence of the
fact that the Danish Business Authority changed its name as per 1 January 2012.

c) That the provision in article 9.4 of the Articles of Association is amended
as follows:

"Shareholders' rights to attend and vote at general meetings shall be
determined at the registration date on the basis of the shareholdings
registered in the Company's register of shareholders and the notices regarding
shareholdings which the Company has received for purposes of registration in
the Company's register of shareholders. The date of registration shall be one
week before the date of the general meeting."

The proposed amendment is a consequence of the revision of section 84(2) of the
Danish Companies Act which entered into force on 1 January 2014.

d) That the deadline for submitting postal votes set out in article 9.6 of the
Articles of Association is amended from 3 days before the general meeting to
the day before the general meeting. As a consequence hereof, the provision is
proposed revised as follows:

"Shareholders may vote by post. Postal votes shall reach the Company not later
than at 12:00 pm CET (noon) on the day before the general meeting. Once
received by the Company, a postal vote is binding on the shareholder and cannot
be revoked."

e) That the provision in article 11.1 of the Articles of Association is amended
as follows:

"The Company is managed by a Board of Directors consisting of three to ten
directors elected by the general meeting to hold office until the next annual
general meeting."

f) That the following new provision be inserted in the Articles of Association
as a new article 15.1:

"As from and including the financial year 2014, the annual report and interim
financial reports etc. will be prepared and presented in English."

The proposed amendment is a consequence of the adoption of section 100(a) of
the Danish Companies Act which entered into force on 1 January 2014.

As a consequence hereof, the current article 15.1 is proposed renumbered to
article 15.2.

Re agenda item 6b.3
At the Company's Annual General Meeting on 8 April 2011, the general meeting
approved the Company's current Remuneration Policy. In addition to a number of
minor adjustments – primarily of a linguistic nature – the Board of Directors
proposes that the following amendments, additions and specifications be made in
the Company's Remuneration Policy:

-- It is stated in the Company's current Remuneration Policy that the fixed
base fee per year is the same for all board members except for the Chairman
of the Board. The Deputy Chairman of the Board will receive 1.5 times the
base fee. It is proposed to specify that the Chairman of the Board receives
up to 3 times the base fee.

-- To delete the provision stating that some board members are included in a
share program.

-- To add that board members residing abroad are paid a fixed travel allowance
when attending board meetings in Denmark. The travel allowance will be
disclosed in the Company's Annual Report.

-- To amend the provision stating that the short-term incentive cash program
for executive board members may result in a maximum payout per year equal
to 50% of the yearly base salary for the Executive Board to 100% of the
yearly base salary for the individual member of the Executive Board.

-- To add that the long-term incentive program for executive board members may
result in an option to buy shares in the Company at a total market price of
up to 100% of each executive board member's yearly base salary at the time
of fixing the LTIP targets.

-- To delete the provision stating that, in case of a termination by the
Company, an executive board member will have the right to be released from
his or her duties after 3 months.

-- To add that, when assessed to be in the overall interests of the Company,
e.g. for purposes of recruitment, retention or the like, the Board of
Directors may decide to enter into other structures of employment in
respect of notices of termination, including, but not limited to,
fixed-term non-terminable agreements subject to such level of further
detail as deemed appropriate by the Board of Directors from time to time.

The full wording of the proposed amendments to the Company's Remuneration
Policy will be made available on the Company's website www.pandoragroup.com no
later than 24 February 2014.

Re agenda item 6b.4
At the Company's Annual General Meeting on 20 March 2012, the general meeting
approved the Company's current general Guidelines on Incentive Payment. In
addition to a number of minor adjustments – primarily of a linguistic nature –
the Board of Directors proposes that the following amendments, additions and
specifications be made in the Company's Guidelines on Incentive Payment:

-- The current Guidelines on Incentive Payment contain provisions stating that
the Chairman of the Board may be granted stock options on certain specific
terms. It is proposed to amend the Guidelines on Incentive Payment to the
effect that it is stated that the Board of Directors is not eligible for
any share-based remuneration.

-- To delete the provision stating that the Board of Directors may conclude an
agreement with the Chairman of the Board of Directors that for a three-year
period after the public listing the Chairman of the Board must invest in
the Company by buying shares on the market for an amount corresponding to
half of the gross amount of the Chairman of the Board's fixed annual cash
remuneration for one year.

-- To delete the provision stating that an agreement may be entered into with
the Chairman of the Board of Directors and other directors to the effect
that they must retain ownership of all purchased shares until they resign
as Chairman of the Board of Directors and directors, respectively.

-- To amend the provision stating that the Board of Directors may conclude
agreements with the Executive Board for the granting of share options under
the Company's long-term incentive programme (LTIP) and that the granting of
share options will be based on attainment of EBITDA and consolidated
revenue targets by the end of the second financial year after the year in
which the targets are amended to the effect that the provision also covers
such other targets as deemed appropriate by the Board of Directors, and to
amend the wording "by the end of the second financial year" to the wording
"by the end of the third financial year".

-- To amend the provision stating that the maximum number of share options
available for granting will be such that the Executive Board will be able
to buy shares in the Company at a total market price (at the date of the
fixing of LTIP targets) of up to 50% of each executive board member's
current base salary at the said time to 100%.

-- To amend the provision stating that the Board of Directors may conclude
agreements with the members of the Executive Board obliging them to remain
at all times a - direct or indirect - owner of shares in the Company at a
market value equal to 5 times their annual base salary from time to time
before tax to the effect that it is specified that market value may equal
"up to" 5 times (typically one time) their annual base salary from time to
time before tax. It is further proposed in that connection to amend the
provision stating that, if an executive board member is found at the
beginning of a trade window to own shares (including potential shares to be
acquired under share options granted) of a fair market value which is less
than 5 times his or her annual salary before tax at that time, such member
shall be obliged to immediately acquire additional shares in the Company so
as to bring his or her shareholding to an aggregate fair market value of at
least 5 times his or her annual salary before tax to the effect that the
fair market value "is less than the agreed times his or her annual salary"
and to the effect that the executive board member is obliged to immediately
acquire additional shares in the Company so as to bring his or her
shareholding to an aggregate fair market value of "the agreed level".

-- To amend the provision stating that the cash bonus
cannot exceed 50% of the annual base salary of each member of the Executive
Board
to the effect that the cash bonus cannot exceed 100%
of the annual base salary of each member of the Executive Board
.

-- To insert a new provision concerning extraordinary incentive awards
according to which the Board of Directors may decide to award a one-off
bonus or other extraordinary incentive remuneration, e.g. retention bonus,
severance payment, sign-on bonus or other schemes in connection with
appointment in order to meet the overall objectives for the Company’s
incentive payment programmes. The extraordinary awards may be
incentive-based and consist of a cash and/or share-based remuneration in
addition to the programmes listed in the Guidelines on Incentive Payment.
Depending on the circumstances, the Board of Directors may decide whether
the award and/or vesting should be subject to the attainment of certain
performance targets. The value of extraordinary awards, at the time of
award, cannot exceed an amount corresponding to 200% of the executive board
member's annual base salary.

-- To insert a new provision concerning repayment (claw back) according to
which all payments made under the outlined incentive payment programmes are
subject to claw back without compensation if granted on the basis of data
or other grounds subsequently proven to be manifestly misstated.

The full wording of the proposed amendments to the Company's Guidelines on
Incentive Payment will be made available on the Company's website
www.pandoragroup.com no later than 24 February 2014.

Re agenda item 6b.5
It is proposed that the chairman of the Annual General Meeting is authorised to
make such amendments and additions to the resolutions passed by the Annual
General Meeting and to the application for registration with the Danish
Business Authority as the Authority may require for registration.

Re agenda item 7:
Pursuant to article 11.1 of the Articles of Association, all members of the
Board of Directors elected by the General Meeting stand for election at the
Annual General Meeting.

The Board of Directors proposes to increase the number of board members from 8
to 10 and proposes re-election of all existing board members elected by the
general meeting. Currently, the Board of Directors consists of the following
members elected by the general meeting: Marcello Vittorio Bottoli, Christian
Frigast, Björn Gulden, Andrea Dawn Alvey, Torben Ballegaard Sørensen, Nikolaj
Vejlsgaard, Ronica Wang and Anders Boyer-Søgaard.

As new members of the Board of Directors elected by the general meeting, the
Board of Directors proposes election of: Per Bank and Michael Hauge Sørensen.

The composition of the Company’s Board of Directors reflects the skills and
experience required to manage a public listed company. The Company aims at
composing the Board of Directors to consist of persons who possess the
professional skills and international experience required to serve as a board
member.

A detailed description of the board candidates and information on their
managerial posts is attached hereto as Appendix 1. The description is also
available on the Company's website www.pandoragroup.com.

Re agenda item 8:
The Board of Directors proposes re-election of Ernst & Young P/S as auditor of
the Company.

VOTING REQUIREMENTS
The resolutions under items 6b.1 and 6b.2(a), (b), (c), (d) and (e) proposed by
the Board of Directors require at least two-thirds of the votes cast and of the
share capital represented at the Annual General Meeting; see section 106(1) of
the Danish Companies Act. All other proposals may be passed by a simple
majority of votes; see article 10.2 of the Articles of Association.

DATE OF REGISTRATION, ADMISSION, PROXY AND POSTAL VOTE
Date of registration, right to attend and right to vote
A shareholder's right to attend the Annual General Meeting and to vote is
determined on the basis of the shares held by such shareholder at the date of
registration (1 week before the Annual General Meeting), i.e. on Wednesday 12
March 2014. The shares held by each shareholder are determined at the date of
registration on the basis of the shareholdings registered in the share register
and in accordance with any notices on shareholdings received by the Company but
not yet registered in the share register. To be entitled to vote, the
shareholder must request an admission card no later than 3 days before the
Annual General Meeting, i.e. no later than on Friday 14 March 2014.

Notice of attendance and admission card
An admission card is required for attending the Annual General Meeting. A
shareholder, its proxy or advisor wishing to attend the Annual General Meeting
and to receive an admission card must notify the Company of their attendance no
later than on Friday 14 March 2014; see article 9.5 of the Articles of
Association.

Admission cards may be requested as follows:

-- Electronically on the Company's website www.pandoragroup.com; or

-- By returning the form attached hereto as Appendix
2
, duly completed, dated and signed, by letter to Computershare A/S,
Kongevejen 418, DK-2840 Holte, Denmark,
by fax +45 45 46 09 98 or by email, scan-to-email to agm@computershare.dk.

Admission cards and voting forms will be sent after the date of registration by
ordinary mail to the address indicated on the form. Admission cards that have
been requested later than Thursday 13 March 2014 at 4:00 pm CET will be handed
out together with voting forms at the entrance to the Annual General Meeting.

Proxy/postal vote
Shareholders prevented from attending the Annual General Meeting may vote by
proxy by authorising the Board of Directors or a named third party as proxy
representative or by postal voting. A shareholder may either grant proxy or
submit a postal vote, but not both.

-- Electronic proxy forms or electronic postal votes may be submitted through
the Company's website www.pandoragroup.com by using NemID or username and
access code.

-- Physical proxy forms or physical postal votes may be submitted by using the
Proxy and Postal Voting Form attached as Appendix 2 which may also be
printed from the Company's website www.pandoragroup.com. The duly
completed, dated and signed Proxy and Postal Voting Form must be sent by
letter to Computershare A/S, Kongevejen 418, DK-2840 Holte, Denmark,
by fax +45 45 46 09 98 or by email, scan-to-email to agm@computershare.dk.

Proxy forms/postal votes may be submitted for shares held at the date of
registration as determined on the basis of the Company's share register as well
as any information on shareholdings received by the Company but not yet
registered in the share register; see article 9.5 of the Articles of
Association.

Proxy forms and postal voting forms (electronic or physical) must be received
by Computershare A/S no later than on Friday 14 March 2014.

Once received by the Company, a postal vote is binding on the shareholder and
cannot be revoked.

SHARE CAPITAL, VOTING RIGHTS AND CUSTODIAN BANK
The Company's share capital is DKK 130,143,258, divided into shares of DKK 1 or
multiples thereof.

Article 9 of the Articles of Association contains the following provisions on
voting rights:

9.1 Each share of DKK 1 carries one vote.

9.2 Shareholders may attend general meetings in person or by proxy and
may, in both cases, be accompanied by an adviser.

9.3 Proxies may exercise voting rights on behalf of shareholders subject
to presenting a written and dated instrument of proxy. The Company shall make a
written or electronic proxy form available to all shareholders entitled to vote
at the general meeting.

9.4 Shareholders' rights to attend and vote at general meetings shall be
determined on the basis of the shares held by the shareholder on the date of
registration. The date of registration shall be one week before the date of the
general meeting.

9.5 Shareholders shall notify the Company of their attendance or their
proxy's attendance at any general meeting no later than three days before the
date of the meeting. This requirement shall also apply to any adviser.
Admission cards will be issued to the persons who are registered shareholders
as per the date of registration or from whom the Company has received notice,
by the date of registration, to enter into the register of shareholders.

9.6 Shareholders may vote by post. Postal votes shall reach the Company
no later than three days before the general meeting. Once received by the
Company, a postal vote is binding on the shareholder and cannot be revoked.

The Company has designated Nordea Bank Danmark A/S as its custodian bank,
through which the Company's shareholders may exercise their financial rights.

QUESTIONS
At the Annual General Meeting, the Board of Directors and the Executive
Management will answer questions from the shareholders on matters of relevance
to the assessment of the Annual Report, the Company's position and any other
questions to be addressed at the Annual General Meeting. Questions may be asked
until the day before the Annual General Meeting in writing to Pandora A/S,
Hovedvejen 2, DK-2600 Glostrup, Denmark, addressed to the Legal Department for
the attention of General Counsel Lars Jensen or by email to legal@pandora.net.
Questions from shareholders can be asked in both Danish and English. Such
questions will be answered in English and may be answered in Danish if so
requested by the shareholder.

AGENDA, LANGUAGE, ETC.
No later than 3 weeks before the Annual General Meeting, the complete,
unabridged text of the documents to be submitted to the Annual General Meeting
as well as the agenda with the complete proposals to be transacted at the
Annual General Meeting will be made available for inspection at the reception
desk at the Company's registered office, Hovedvejen 2, DK-2600 Glostrup,
Denmark, on all business days from 8:00 am to 4:00 pm CET.

No later than 3 weeks before the Annual General Meeting, the following
information will also be made available on the Company's website
www.pandoragroup.com:

1. The notice convening the Annual General Meeting.
2. The total
   number
   of
   shares
   and voting rights at the date of the notice convening the Annual General
   Meeting.
3. The documents to be submitted to the Annual General Meeting, including the
   agenda and the complete proposals and the audited Annual Report 2013.
4. The forms to be used for voting by proxy and postal voting.

The Annual General Meeting will be held in English. Irrespective of article 9.8
of the Articles of Association and as a service to the shareholders, the
Company will offer simultaneous interpretation to or from Danish to any
shareholder who so wishes during the Annual General Meeting.

PRACTICAL INFORMATION
Admission and registration at the Annual General Meeting will commence on
Wednesday 19 March 2014 at 9:00 am CET where coffee and tea will also be
served.

                       Glostrup, 24 February 2014
                              Pandora A/S

                         The Board of Directors

APPENDIX 1
Description of the candidates proposed by the Board of Directors

Marcello Vittorio Bottoli was born in 1962, is an Italian citizen and currently
lives in Surlej-Silvaplana, Switzerland.

Marcello Vittorio Bottoli has been a member of the Board of Directors of
Pandora A/S since August 2010 and is not regarded as an independent board
member due to the fact that for a period in 2011 and 2012 he acted as interim
Chief Executive Officer of Pandora A/S. Marcello Vittorio Bottoli has been
Chairman of the Board of Directors since July 2013 and is also Chairman of the
Remuneration Committee.

The special skills possessed by Marcello Vittorio Bottoli that are important
for the performance of his duties as a member of the Board of Directors of
Pandora A/S are his profound knowledge and experience in branding and marketing
luxury and consumer goods, particularly in the Asia-Pacific region.

Marcello Vittorio Bottoli holds an Italian Doctorate in Business Administration
from Bocconi University, Milan, Italy. Currently, Marcello Vittorio Bottoli is
Chairman of Pharmafortune SA, as well as Non-Executive Director of
International Flavour & Fragrances Inc., and Blushington LCC. Further, Marcello
Vittorio Bottoli is Operating Partner of Advent International, a global private
equity firm, and member of the advisory board at Aldo, a Montreal-based
privately held footwear retailer operating worldwide.

Christian Frigast was born in 1951, is a Danish citizen and currently lives in
Klampenborg, Denmark.

Christian Frigast has been a member of the Board of Directors of Pandora A/S
since August 2010 and is also Deputy Chairman of the Board of Directors,
chairman of the Nomination Committee and member of the Remuneration Committee.

Christian Frigast is not regarded as an independent board member due to his
position as Managing Partner of Axcel Mangement A/S.

The special skills possessed by Christian Frigast that are important for the
performance of his duties as a member of the Board of Directors of Pandora A/S
are his extensive experience in general management and active involvement in a
number of retail and other companies obtained through his numerous
directorships.

Christian Frigast holds an MSc in Political Science and Economics from the
University of Copenhagen. Currently, Christian Frigast is Managing Partner of
Axcel Management A/S and Chief Executive Officer of Axcel III KS Invest ApS,
Axcel IndustriInvestor A/S, CCTC Invest ApS, MNGT1 ApS, MP-AX I Invest ApS,
MP-AX II Invest ApS and AXII Holding ApS. Further, Christian Frigast is
currently chairman of the boards of directors of AX IV Exhausto Invest ApS, AX
No Invest ApS, AXNO Invco ApS, Axcel II A/S, Axcel II Management A/S, AXIII MP
Holding ApS, Junckers Holding A/S, KIFU-AX II A/S, Management Invco A/S and
MNGT2 ApS. In addition, Christian Frigast is deputy chairman of the boards of
directors of DVCA Danish Venture Capital and Private Equity Association and
Royal Scandinavia A/S. Christian Frigast is also a member of the boards of
directors of Axcel Management A/S, Royal Scandinavia Invest A/S and Nordic
Waterproofing AB.

Björn Gulden was born in 1965 in Switzerland, is a Norwegian citizen and
currently lives in Hattingen, Germany.

Björn Gulden has been a member of the Board of Directors of Pandora A/S since
August 2013 and is also member of the Remuneration Committee. Björn Gulden is
not regarded as an independent board member due to the fact he served as CEO of
Pandora A/S during the period from 21 February 2011 until 1 July 2013.

The special skills possessed by Björn Gulden that are important for the
performance of his duties as a member of the Board of Directors of Pandora A/S
are his substantial skills related to global sourcing, consumer sales and
retail and comprehensive insight into the affordable goods industry.

Björn Gulden holds a BBA from the University of Rogaland, Norway and an MBA
from Babson Graduate School of Business in Boston, USA. Currently, Björn Gulden
is CEO of Puma SE. Further, Björn Gulden serves on the boards of Tchibo GmbH,
Ekornes AS and Deichmann SE.

Andrea Dawn Alvey was born in 1967, is an American citizen and currently lives
in Raleigh, North Carolina, USA.

Andrea Dawn Alvey has been a member of the Board of Directors of Pandora A/S
since August 2010 and is also member of the Audit and Remuneration Committees.
Andrea Dawn Alvey is regarded as an independent board member.

The special skills possessed by Andrea Dawn Alvey that are important for the
performance of her duties as a member of the Board of Directors of Pandora A/S
are her solid experience and insight in global supply chains, IT operations and
retail financing.

Andrea Dawn Alvey holds a Bachelor of Science in Business Economics/Statistics
from Southern Connecticut State University. Currently, Andrea Dawn Alvey is
President of Kitabco Investments, Inc. and Regional Developer for Peak
Franchising.

Torben Ballegaard Sørensen was born in 1951, is a Danish citizen and lives in
Højbjerg, Denmark.

Torben Ballegaard Sørensen has been a member of the Board of Directors of
Pandora A/S since March 2008 and is also a member of the Remuneration
Committee. Torben Ballegaard Sørensen is regarded as an independent board
member.

The special skills possessed by Torben Ballegaard Sørensen that are important
for the performance of his duties as a member of the Board of Directors of
Pandora A/S are his extensive experience within international sales and
marketing and within branded goods, combined with his knowledge of Pandora.

Torben Ballegaard Sørensen holds an MBA from Aarhus School of Business and is
an adjunct professor in the Faculty of Organization and Management at Aarhus
University. Currently, Torben Ballegaard Sørensen is chairman of the boards of
directors of AS3 Companies A/S, CAPNOVA A/S Venture Fund, Tajco Group A/S and
Realfiction ApS. Torben Ballegaard Sørensen is deputy chairman of Systematic
A/S and a member of the boards of directors of AB Electrolux, Egmont Fonden,
and Egmont International Holding A/S.

Nikolaj Vejlsgaard was born in 1971, is a Danish citizen and currently lives in
Vedbæk, Denmark.

Nikolaj Vejlsgaard has been a member of the Board of Directors of Pandora A/S
since March 2008 and is also a member of the Audit Committee. Nikolaj
Vejlsgaard is not regarded as an independent board member due to his position
as Partner of Axcel Management A/S.

The special skills possessed by Nikolaj Vejlsgaard that are important for the
performance of his duties as a member of the Board of Directors of Pandora A/S
are his extensive experience in general management and active involvement in a
number of retail and other companies obtained through his numerous
directorships, combined with his knowledge of Pandora.

Currently, Nikolaj Vejlsgaard is a Partner of Axcel Management A/S and Managing
Director of Royal Scandinavia Invest A/S, Waldorf & Statler ApS, AXIII MPH
Invest ApS, UIM Holding ApS and subsidiaries. Further, Nikolaj Vejlsgaard is
currently chairman of the boards of directors of IP Gruppen Holding ApS, IP
Development A/S and AX IV LP Holding ApS and is deputy chairman of the boards
of directors of F. Junckers Industrier A/S and IP Administration A/S. Nikolaj
Vejlsgaard is also a member of the boards of directors of, Royal Scandinavia
Invest A/S, Royal Scandinavia A/S, ERA Biler ApS, ERA A/S, ERA Ejendomme A/S,
Partsplexer ApS, IP Online A/S, Royal Scandinavia II A/S, MNGT2 ApS, , AXIII MP
Holding ApS, Axcel II Management A/S, Axcel II A/S, KIFU-AX II A/S,
ALDF-Junckers ApS, Junckers Holding A/S and Axcel-Junckers Invest A/S.

Ronica Wang was born in 1962, is a citizen of Hong Kong and is currently based
in Asia, where she spends most of her time in China.

Ronica Wang has been a member of the Board of Directors of Pandora A/S since
March 2012 and is also member of the Nomination and Remuneration Committees.
Ronica Wang is regarded as an independent board member.

The special skills possessed by Ronica Wang that are important for the
performance of her duties as a member of the Board of Directors of Pandora A/S
are her extensive international experience within general management in listed
companies, consumer sales and retail marketing, global and cross platform
branding and the affordable goods industry.

Ronica Wang holds an MBA from The Wharton Business School, University of
Pennsylvania, and a Bachelor Degree in Applied Science and Engineering
(Industrial Engineering) from the University of Toronto. She has also studied
multinational management at The London Business School. Currently, Ronica Wang
is Managing Director of The InnoGrowth Group, Ltd., which she co-founded in
2007.

Anders Boyer-Søgaard was born in 1970, is a Danish citizen and lives in
Charlottenlund, Denmark.

Anders Boyer-Søgaard has been a member of the Board of Directors of Pandora A/S
since March 2012 and is also Chairman of the Audit Committee and member of the
Nomination Committee. Anders Boyer-Søgaard is regarded as an independent board
member.

The special skills possessed by Anders Boyer-Søgaard that are important for the
performance of his duties as a member of the Board of Directors of Pandora A/S
are his experience within general management in listed companies, financial
management in listed companies, as well as global supply chain and
manufacturing.

Anders Boyer-Søgaard holds an M.Sc. (finance and accounting) from Copenhagen
Business School from 1997. Currently, Anders Boyer-Søgaard is CFO of GN Store
Nord A/S, GN ReSound A/S and Scanning Technology A/S and Managing Director of
Beltone Europe Holdings ApS. Furthermore, Anders Boyer-Søgaard is member of the
boards of directors in GN Ejendomme A/S, GN GROC Ltd., GN Hearing Benelux B.V.,
GN Hearing s.r.l., GN Otometrics A/S, GN ReSound AB, GN ReSound China Ltd., GN
ReSound Japan, K.K., GN ReSound Norge as, GN ReSound Shanghai Ltd. and Scanning
Technology A/S.

Per Bank was born in 1967, is a Danish citizen and lives in Århus, Denmark. Per
Bank graduated as an industrial engineer from the University of Southern
Denmark in 1992. Currently, Per Bank is the Managing Director of Dansk
Supermarked A/S.

Per Bank has previously been employed as Plant Manager at Danfoss, as Group
Logistics Manager at Inwear Group and as Head of Logistics Scandinavia in
Masterfoods. In 2001, Per Bank joined Coop and, in 2004, he was appointed
Managing Director of Coop Danmark A/S and, in 2007, he was appointed Managing
Director of Coop Norden. In 2009, Per Bank joined Tesco where he was a member
of the management until 2012 when Per Bank was appointed Managing Director of
Dansk Supermarked A/S.

Per Bank is also an executive officer of F. Salling Holding A/S, chairman of
the boards of directors of F. Salling A/S and Dansk Supermarked Ejendomme A/S,
and he is a member of the boards of directors of D.S. Forsikring A/S, Dansk
Supermarked A/S, Købmand Herman Sallings Mindefond and IC Companys A/S.

Per Bank is regarded as an independent board member.

The special skills possessed by Per Bank are his experience within general
management in listed companies, consumer sales and retail marketing and
manufacturing.

Michael Hauge Sørensen was born in 1973, is a Danish citizen and lives in Hong
Kong. Michael Hauge Sørensen graduated from the business college in Randers,
Denmark, and has since then attended numerous management programmes at INSEAD,
IMD and the Stanford Graduate School of Business.

For a number of years, Michael Hauge Sørensen has been an employee of the ECCO
Group where he has held various executive positions, including as the CEO of
ECCO Asia Pacific Limited, Executive Vice President, Global Sales of ECCO Sko
A/S and, most recently, as COO of the ECCO Group.

Michael Hauge Sørensen is a member of the board of directors of Zebra A/S.

Michael Hauge Sørensen is regarded as an independent board member.

The special skills possessed by Michael Hauge Sørensen are his experience
within consumer sales and retail marketing, global and cross platform branding
and the affordable goods industry.

                                  ***

ABOUT PANDORA
PANDORA designs, manufactures and markets hand-finished and modern jewellery
made from genuine materials at affordable prices. PANDORA jewellery is sold in
more than 70 countries on six continents through approximately 10,300 points of
sale, including approximately 1,000 concept stores.

Founded in 1982 and headquartered in Copenhagen, Denmark, PANDORA employs over
7,300 people worldwide of whom 5,200 are located in Gemopolis, Thailand, where
the company manufactures its jewellery. PANDORA is publicly listed on the
NASDAQ OMX Copenhagen stock exchange in Denmark. In 2012, PANDORA’s total
revenue was DKK 6.7 billion (approximately EUR 900 million). For more
information, please visit www.pandoragroup.com.

CONTACT
For further queries, please contact:

INVESTOR RELATIONS MEDIA RELATIONS
Morten Eismark Jakob Risom Langelund
VP Group Investor Relations Press Officer
Phone +45 3673 8213 Phone +45 3673 0634
Mobile +45 3045 6719 Mobile +45 6165 6540
Magnus Thorstholm Jensen
Investor Relations Officer
Phone +45 4323 1739
Mobile +45 3050 4402