Pandora — Major Shareholding Notification 2014

Dec 8, 2014

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

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY 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, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

PRESS RELEASE

8 December 2014

Sale of 5.9 million existing shares in PANDORA A/S by Axcel, Hakon Invest, Per Algot Enevoldsen and Christian Algot Enevoldsen

Further to the announcement by Goldman Sachs International on 8 December 2014, Axcel III K/S 1, Axcel III K/S 2 and Axcel III K/S 3 (together "Axcel"), Hakon Invest ApS (formerly Pewic Holding ApS) ("Hakon"), Per Algot Enevoldsen and Christian Algot Enevoldsen announce that they have sold an aggregate of 5.9 million existing shares in PANDORA A/S ("PANDORA") to institutional investors pursuant to the accelerated bookbuilt offering (the "Transaction").

The gross proceeds of the Transaction amount to DKK 3,066 million. PANDORA will not receive any proceeds from the Transaction.

Following completion of the Transaction, Axcel will no longer own shares in PANDORA.

Goldman Sachs International acted as sole bookrunner in the Transaction. N M Rothschild & Sons Ltd ("Rothschild") acted as financial adviser to Axcel in 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 REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED 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 QUALIFIED 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 "ORDER"), 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 CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT 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 REFERRED TO IN THIS ANNOUNCEMENT.

GOLDMAN SACHS INTERNATIONAL, 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, HAKON, 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, HAKON, PER ALGOT ENEVOLDSEN AND CHRISTIAN ALGOT ENEVOLDSEN FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF GOLDMAN SACHS INTERNATIONAL OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. THE BOOKRUNNER MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY GOLDMAN SACHS INTERNATIONAL ON BEHALF OF AXCEL, HAKON, PER ALGOT ENEVOLDSEN AND CHRISTIAN ALGOT ENEVOLDSEN AND IS THE SOLE RESPONSIBILITY OF AXCEL, HAKON, 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 BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, ROTHSCHILD AND GOLDMAN SACHS INTERNATIONAL 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 HAKON, OR ON HAKON'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 ON ROTHSCHILD'S OR GOLDMAN SACHS INTERNATIONAL'S BEHALF, IN CONNECTION WITH AXCEL, HAKON, PER ALGOT ENEVOLDSEN, CHRISTIAN ALGOT ENEVOLDSEN OR THE TRANSACTION, AND NOTHING IN THIS ANNOUNCEMENT IS OR SHALL BE RELIED UPON AS A PROMISE OR REPRESENTATION IN THIS RESPECT, WHETHER AS TO THE PAST OR FUTURE. ROTHSCHILD AND GOLDMAN SACHS INTERNATIONAL ACCORDINGLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL AND ANY RESPONSIBILITY AND LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH THEY MIGHT OTHERWISE HAVE IN RESPECT OF THIS DOCUMENT AND ANY SUCH STATEMENT.