Pandora — Share Issue/Capital Change 2014

Mar 13, 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

13 March 2014

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

Goldman Sachs International, J.P. Morgan Securities plc. and Nordea Markets announce the launch of an accelerated bookbuilt offering to institutional investors (the "Transaction") of up to 13 million existing shares in PANDORA A/S ("PANDORA"), 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") and Christian Algot Enevoldsen.

Bookbuilding will commence immediately. It is anticipated that books will close on 14 March 2014, although Goldman Sachs International, J.P. Morgan Securities plc. and Nordea Markets reserve the right to close the books at any time. Goldman Sachs International, J.P. Morgan Securities plc. and Nordea Markets 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 and Christian Algot Enevoldsen have agreed to a lock-up period from the closing of the Transaction until the publication of PANDORA's next interim report for the first quarter of 2014, 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 PANDORA.

Axcel, Pewic and Christian Algot Enevoldsen are selling up to 13 million existing shares in PANDORA in the Transaction. Simultaneously, Axcel III K/S 1 will purchase approximately 1,382,188 existing shares in PANDORA from Michael Lund Petersen, a minority founding shareholder.

Assuming all the shares available in the Transaction are sold, following completion of the Transaction and completion of separate purchases by Axcel III K/S 1 of existing shares in PANDORA from Michael Lund Petersen, Axcel expects to own approximately 10.0 % of PANDORA's share capital and voting rights of which Axcel III K/S 1 will hold 3.2 %, Axcel III K/S 2 4.7 % and Axcel III K/S 3 2.1 %.

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 AND J.P. MORGAN SECURITIES PLC., WHICH IN THE UK ARE AUTHORISED BY THE PRUDENTIAL REGULATORY AUTHORITY AND REGULATED BY THE FINANCIAL CON-DUCT AUTHORITY AND THE PRUDENTIAL REGULATORY AUTHORITY, AND NORDEA MARKETS ARE ACT-ING FOR AXCEL, PEWIC 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 AND CHRISTIAN ALGOT ENEVOLDSEN FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF GOLDMAN SACHS INTERNATIONAL, J.P. MORGAN SECURITIES PLC. AND NORDEA MARKETS OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCE-MENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCE-MENT. 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, J.P. MORGAN SE-CURITIES PLC. AND NORDEA MARKETS ON BEHALF OF AXCEL, PEWIC AND CHRISTIAN ALGOT ENEVOLDSEN AND IS THE SOLE RESPONSIBILITY OF AXCEL, PEWIC AND CHRISTIAN ALGOT ENEVOLD-SEN. APART FROM THE RESPONSIBILITIES AND LIABILITIES, IF ANY, THAT MAY BE IMPOSED ON ROTHSCHILD, GOLDMAN SACHS INTERNATIONAL, J.P. MORGAN SECURITIES PLC. AND NORDEA MARKETS BY THE FINANCIAL SERVICES AND MARKETS ACT 2000, ROTHSCHILD, GOLDMAN SACHS IN-TERNATIONAL, J.P. MORGAN SECURITIES PLC. AND NORDEA MARKETS DO NOT ACCEPT ANY RE-SPONSIBILITY WHATSOEVER AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, FOR THE CONTENTS OF THIS ANNOUNCEMENT, INCLUDING ITS ACCURACY, COMPLETENESS OR VERI-FICATION OR FOR ANY OTHER STATEMENT MADE OR PURPORTED TO BE MADE BY AXCEL, OR ON AX-CEL'S BEHALF, OR BY PEWIC, OR ON PEWIC'S BEHALF, OR BY CHRISTIAN ALGOT ENEVOLDSEN OR ON HIS BEHALF, OR BY ROTHSCHILD OR GOLDMAN SACHS INTERNATIONAL, J.P. MORGAN SECURITIES PLC. AND NORDEA MARKETS, OR ON ROTHSCHILD'S OR GOLDMAN SACHS INTERNATIONAL, J.P. MORGAN SECURITIES PLC. AND NORDEA MARKETS' BEHALF, IN CONNECTION WITH AXCEL, PEWIC, 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, GOLDMAN SACHS INTERNATIONAL, J.P. MORGAN SECURITIES PLC. AND NORDEA MARKETS 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.