Pandora — M&A Activity 2014

May 22, 2014

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DI-RECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SO-LICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

PRESS RELEASE

22 May, 2014

Accelerated bookbuilt offering of 13 million existing shares in PANDORA A/S

Danske Bank A/S and Goldman Sachs International announce the launch of an accelerated bookbuilt offering to institutional investors (the "Transaction") of 13 million existing shares in PANDORA A/S ("PAN-DORA"), on behalf of Axcel III K/S 1, Axcel III K/S 2 and Axcel III K/S 3 (together "Axcel"), Pewic Holding ApS ("Pewic"), Per Algot Enevoldsen and Christian Algot Enevoldsen.

Bookbuilding will commence immediately. It is anticipated that books will close on 23 May, 2014, although Danske Bank A/S and Goldman Sachs International reserve the right to close the books at any time. Danske Bank A/S and Goldman Sachs International are acting as joint bookrunners in the Transaction. N M Rothschild & Sons Ltd ("Rothschild") is acting as financial adviser to Axcel in the Transaction. A further announcement will be made following completion of the bookbuilding and pricing of the Transaction.

Axcel, Pewic, Per Algot Enevoldsen and Christian Algot Enevoldsen have agreed to a 90 day lock-up period from the closing of the Transaction, subject to waiver with the consent of the joint bookrunners and to certain customary exceptions, including an exception for participation in any share buy-backs by PAN-DORA.

Axcel, Pewic, Per Algot Enevoldsen and Christian Algot Enevoldsen are selling 13 million existing shares in PANDORA in the Transaction. Simultaneously, Axcel III K/S 1 will purchase approximately 1.05 million existing shares in PANDORA from Michael Lund Petersen, a minority founding shareholder.

Following completion of the Transaction and completion of a separate purchase by Axcel III K/S 1 of existing shares in PANDORA from Michael Lund Petersen, a minority founding shareholder, Axcel will own 4.8 million shares in PANDORA, corresponding to approximately 3.7 % of PANDORA's share capital and voting rights of which Axcel III K/S 1 will hold 1.2 %, Axcel III K/S 2 will hold 1.7 % and Axcel III K/S 3 will hold 0.8 %. Pewic, Per Algot Enevoldsen and Christian Algot Enevoldsen will retain a total shareholding in PANDORA of 1 million shares.

PANDORA will not receive any proceeds from the Transaction.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGIS-TRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES RE-FERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. ANY SECURITIES SOLD IN THE UNITED STATES WILL BE SOLD ONLY TO QUALI-FIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT).

WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IM-PLEMENTED DIRECTIVE 2003/71/EC AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUS DIRECTIVE") (EACH A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE

PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.

THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTI-CLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS").

IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS WHO ARE (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "OR-DER"), OR (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED ("RELEVANT PERSONS"). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CON-TENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS AN-NOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.

IN DENMARK, THIS PRESS RELEASE IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS.

ROTHSCHILD, WHICH IN THE UK IS AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY, IS ACTING FOR AXCEL AND FOR NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN AXCEL FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF ROTHSCHILD OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER RE-FERRED TO IN THIS ANNOUNCEMENT.

GOLDMAN SACHS INTERNATIONAL, WHICH IN THE UK IS AUTHORISED BY THE PRUDENTIAL REGULA-TORY AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY, AND DANSKE BANK A/S ARE ACTING FOR AXCEL, PEWIC, PER ALGOT ENEVOLDSEN AND CHRISTIAN ALGOT ENEVOLDSEN AND FOR NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN AXCEL, PEWIC, PER ALGOT ENEVOLDSEN AND CHRISTIAN ALGOT ENEVOLDSEN FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF GOLDMAN SACHS INTERNATIONAL AND DANSKE BANK A/S OR FOR AFFORDING AD-VICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANS-ACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. ONE OR MORE OF THE JOINT BOOKRUNNERS MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY GOLDMAN SACHS INTERNATIONAL AND DANSKE BANK A/S ON BEHALF OF AXCEL, PEWIC, PER ALGOT ENEVOLDSEN AND CHRISTIAN ALGOT ENEVOLDSEN AND IS THE SOLE RESPONSIBILITY OF AXCEL, PEWIC, PER ALGOT ENEVOLDSEN AND CHRISTIAN ALGOT ENEVOLDSEN. APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON ROTHSCHILD AND GOLDMAN SACHS INTERNATIONAL AND DANSKE BANK A/S BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, ROTHSCHILD, AND GOLDMAN SACHS INTERNATIONAL AND DAN-SKE BANK A/S DO NOT ACCEPT ANY RESPONSIBILITY WHATSOEVER AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING ITS ACCURACY, COMPLETENESS OR VERIFICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY AXCEL, OR ON AXCEL'S BEHALF, OR BY PEWIC, OR ON PEWIC'S BEHALF, OR BY PER ALGOT ENEVOLDSEN OR ON HIS BEHALF, OR BY CHRISTIAN ALGOT ENEVOLDSEN OR ON HIS BEHALF, OR BY ROTHSCHILD OR GOLDMAN SACHS INTERNATIONAL OR DANSKE BANK A/S, OR ON ROTHS-CHILD'S OR GOLDMAN SACHS INTERNATIONAL 'S OR DANSKE BANK A/S'S BEHALF, IN CONNECTION WITH AXCEL, PEWIC, PER ALGOT ENEVOLDSEN, CHRISTIAN ALGOT ENEVOLDSEN OR THE TRANSAC-TION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED UPON AS A PROMISE OR REP-RESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR FUTURE. ROTHSCHILD AND GOLDMAN SACHS INTERNATIONAL AND DANSKE BANK A/S ACCORDINGLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN TORT, CON-TRACT OR OTHERWISE, WHICH THEY MIGHT OTHERWISE HAVE IN RESPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT.