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Further, the Board proposes that the method of calculating the travel allowance is changed to reflect a percentage of the fixed base fee instead of a fixed amount when members of the Board participate in any Company related meetings outside their country of residence:

• Continental travel:                   6 % of the fixed base fee equal to DKK 34,200 (changed from DKK    33,000 in 2023)

• Intercontinental travel:         12 % of the fixed base fee equal to DKK 68,400 (changed from DKK 66,000 in 2023).

Re agenda item 5:
The Board proposes that a dividend of DKK 18.00 per share of DKK 1 be paid according to the Annual Report 2023.

Re agenda item 6:
The Board consists of the following 7 board members elected by the shareholders:

The Board proposes that all members of the Board are re-elected.

The composition of the Company’s Board reflects the skills, experience and diversity which are deemed required to manage a publicly listed company. The Board aims at composing the Board to consist of individuals who possess the professional skills and international experience required to serve as a member of the Board.

A detailed description of each of the candidates for the Board 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 7:
The Board proposes re-election of EY Revisionspartnerselskab and that EY Revisionspartnerselskab's tasks include providing a statement on the sustainability reporting in the management report in the annual report, all in accordance with the Audit Committee's recommendation. The Audit Committee has not been influenced by third parties and has not been subject to any agreement with third parties, which limits the Meeting to the election of certain auditors or audit firms.

Re agenda item 8:
The Board proposes that the Meeting discharges the Board and Executive Management from liability.

Re agenda item 9:
The Board submits the following proposals:

9.1       Reduction of the Company's share capital by cancellation of treasury shares.
9.2       Approval of amendments to the Indemnification scheme for the Board and consequential changes to section 7 of the Remuneration Policy.
9.3       Approval of the Remuneration Policy, including
            A. Specification of the derogation clause in section 1 of the Remuneration Policy.
            B. Amendment of the terms for the maximum opportunity in the short-term incentive plan for Executive Management in section 4 of the Remuneration Policy.
            C. Amendment of the method of calculating the travel allowance for members of the Board.     
9.4       Authorisation to the Board to let the Company buy back own shares.
9.5       Authorisation to the chair of the Meeting.

Re agenda item 9.1

On 8 February 2023 the Company launched a share buyback programme of up to a maximum consideration of DKK 2.4 billion. On 21 June 2023 the share buyback programme was increased by DKK 2.6 billion to reach up to DKK 5 billion in total. The purpose of the share buyback programme is to reduce the Company's share capital and to meet its obligations under the applicable share-based incentive programmes for the Company's employees. The Board proposes to reduce the Company's share capital to the effect that a part of the total portfolio of treasury shares are cancelled while the remaining part is retained for the purpose of fulfilling the Company's obligations in connection with said incentive programmes.

The share buyback programme covered the period from 8 February 2023 to 2 February 2024. Reference is made to the company announcements available on the Company's website www.pandoragroup.com.

Based hereon, the Board proposes that the Company's share capital be reduced by a nominal amount of DKK 7,000,000 by cancellation of a nominal amount of 7,000,000 treasury shares of DKK 1, equal to 7.87% of the Company's total share capital. The purpose of the reduction is to cancel a part of the Company's portfolio of treasury shares, cf. section 188 of the Danish Companies Act. According to the Danish Business Authority's practice, this purpose may be compared to a capital reduction to be distributed to the shareholders, cf. section 188(1)(ii) of the Danish Companies Act. To that end, the Board states that a nominal amount of DKK 7,000,000 of the treasury shares has been acquired in the period between 8 February 2023 to 2 February 2024 for a total amount of DKK 4,676,617,114 to the effect that, in addition to the nominal reduction amount of DKK 7,000,000 an amount of DKK 4,669,114 has been distributed.

Following the capital reduction, the Company's nominal share capital will be DKK 82,000,000.

As a result of the share capital reduction, it is proposed that article 4.1 of the Articles of Association is 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 82,000,000, divided into shares of DKK 0.01 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. The implementation of the capital reduction and the resulting amendment to the Articles of Association will be finally registered upon the expiry of the time limit.

Re agenda item 9.2

To be able to attract and retain qualified members of the Board and the Executive Management, the Company has taken out a directors’ and officers’ liability insurance (D&O insurance). However, to cater for situations where the D&O insurance does not provide any or only insufficient coverage, the Company has, like several other Danish publicly listed companies, implemented an indemnification scheme for its board members and members of its executive management. Under this indemnification scheme the Company offers, under certain conditions and with certain limitations, to indemnify its board members and members of its executive management for any personal financial liability arising from the discharge of their duties and services as members of the board or the executive management. The current indemnification scheme was established following an amendment to the Company’s Remuneration Policy, approved at the Annual General Meeting held on 11 March 2021.

In April 2023 the Danish Business Authority (the "DBA") expressed its general opinion on indemnification schemes benefitting board members and members of management in Danish limited liability companies. Following this general opinion from the DBA, the Board has reviewed the wording of the Company’s Remuneration Policy in the context of its existing indemnification scheme for board members and with the intention of enhancing the level of transparency thereof, the Board proposes to amend the wording to that effect.

On that basis, the Board proposes to amend the wording of the paragraph “Directors’ and officers’ liability in section 7 of the Remuneration Policy to read as follows:

“To be able to attract and retain qualified members of the Board it is the Company’s policy to take out customary directors’ and officers’ liability insurance (D&O insurance). The Company may also, to the furthest extent permitted by law, and subject to certain and specific financial limitations, indemnify members of the Board from and against any liability and loss, arising out of any claims raised by any third party (except for the Company or a company within the Company's group), that a member of the Board personally incurs in the discharge of their duties and services. Notwithstanding anything to the contrary otherwise stipulated in this Remuneration Policy, any indemnification paid by the Company shall cover any applicable personal taxes owed by any member of the Board having benefitted from the indemnification. The indemnification shall be for the sole benefit of members of the Board and no third party shall be entitled to rely on or derive any benefits therefrom. Any indemnification will be secondary to but not conditioned on coverage under any D&O insurance taken out by the Company and will not include claims raised due to a member of the Board’s fraud, criminal offences, willful misconduct or gross negligence. Furthermore, any indemnification undertaking by the Company shall be limited to a specific period counted from the time of departure as member of the Board. Subject to the terms and conditions set out in this paragraph, the Board is authorised to determine the detailed terms of any indemnification scheme, including coverage, and to manage and administer the indemnification scheme, and to take any decisions under the scheme in respect of any claims. Likewise, the Board has the authority to determine the detailed terms of any indemnification scheme with the Executive Management.”

Re agenda item 9.3

The Board proposes that the Remuneration Policy as a whole is adopted. The proposed Remuneration Policy, including an appendix summarizing the most significant changes, is enclosed to this notice and explained in more detail below.

Re agenda item 9.3.A

In order to provide more clarity and transparency on the derogation possibility in the Remuneration Policy, the Board proposes to specify the derogation clause in section 1 of the Remuneration Policy so that it is explicitly stated which parts of the Remuneration Policy the Board in exceptional circumstances can derogate from.

On that basis, the Board proposes to amend the wording of the paragraph “Derogation from this Remuneration Policy” in section 1 of the Remuneration Policy to read as follows:

"The Board of Directors may, in exceptional circumstances, decide to deviate from the specific requirements of the Remuneration Policy, where it assesses that such derogation is necessary to support the long-term interests of the Company, including in order to attract or retain Executive Management.  The process for deviating from the Remuneration Policy is that the Remuneration Committee will evaluate and submit a recommendation for the Board of Directors’ consideration and approval, if deemed appropriate in order to meet the overall objectives of the Remuneration Policy. Derogations can only be made in relation to Executive Management, and the elements that may be derogated from include changes to the relative proportion of the remuneration elements (annual base salary, STIP and LTIP), terms for LTIP (including instrument), exit terms (for STIP and LTIP) and notice period.  Any derogation is subject to disclosure in the Remuneration Report for the financial year to which the derogation applies."

Re agenda item 9.3.B

The terms of the Short-Term Incentive Plan ("STIP") for Executive Management under the Remuneration Policy currently allows for a maximum STIP payout to Executive Management of 100% of the Fixed Annual Base Salary when reaching maximum performance under STIP.

In order to ensure competitiveness of the Company's remuneration to Executive Management in a global context and in order to allow for alignment of incentives between Executive Management and the Executive Leadership Team, the Board proposes to increase the maximum STIP payout to Executive Management from 100% to 160% of the Fixed Annual base Salary when reaching maximum performance under STIP.  Please see further elaboration in the appendix to the Remuneration Policy.

Re agenda item 9.3.C

To ensure that the Company’s remuneration is in line with general market practice, the Board proposes that the method of calculating the travel allowance is changed to reflect a percentage of the fixed base fee instead of a fixed amount when members of the Board participate in any Company related meetings outside their country of residence.

On that basis the Board proposes that the travel allowance for continental travel is 6% of the fixed annual base fee and the travel allowance for intercontinental travel is 12% of the fixed annual base fee. Please see description in the appendix to the Remuneration Policy.

Re agenda item 9.4

The Board proposes that the Meeting authorises the Board to, in the period until 14 March 2029, allow the Company to acquire own shares up to an aggregate nominal value of 10% of the Company's share capital, provided that the Company's holding of treasury shares does not at any time exceed 10% of the Company's share capital. The purchase price paid in connection with acquisition of own shares must not diverge from the price quoted on any regulated market, on which the purchase is carried out at the time of acquisition by more than 10%.

Re agenda item 9.5

The Board proposes that the chair of the Meeting is authorised to make such amendments and additions to the resolutions passed by the Meeting, including to the Articles of Association and to file the application for registration with the Danish Business Authority as the Authority may require for registration.

VOTING REQUIREMENTS
The resolution under agenda item 9.1 proposed by the Board requires the affirmative votes of at least two-thirds of the votes cast and of the share capital represented at the Meeting. All other proposals may be passed by a simple majority of votes. For agenda item 3 there will be an advisory vote only.

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 Meeting and to vote is determined on the basis of the shares held by such shareholder at the date of registration.

The date of registration is Thursday, 7 March 2024. The shares held by each shareholder are determined at 11:59 p.m. CET 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.

Notice of attendance
The Company must be duly notified of attendance to the Meeting. Shareholders may notify their attendance and nominate proxies electronically through the Investor Portal, or by completing and submitting the notification form, which is available on the Company's website www.pandoragroup.com, to Computershare A/S, Lottenborgvej 26 D, DK-2800 Kgs. Lyngby, Denmark, by scan-to-e-mail to agm@computershare.dk.

A shareholder, its proxy or advisor wishing to attend the Meeting and to receive an admission card must notify the Company about the attendance no later than on Friday, 8 March 2024 11:59 p.m. CET.

Admission cards will be sent electronically via e-mail to the e-mail address listed in the Company’s Investor Portal at registration. The admission card must be brought along to the Meeting either electronically on a smart phone/tablet or in print.

Please note that admission cards will be sent out automatically via e-mail immediately after notification of attendance through the Investor Portal.

Shareholders whose attendance has been notified on time, but without providing an e-mail address may collect the admission card at the entrance to the Meeting upon presentation of valid ID.
Voting cards are distributed at the entrance to the Meeting.

The Meeting will also be webcasted on a watch-only basis in Danish and English on the Company’s website www.pandoragroup.com which is publicly accessible and requires no admission card. The webcast will also be available on the Company’s website for a limited time after the Meeting.

Proxy/postal vote
Shareholders prevented from attending the Meeting or shareholders who wish to submit their votes in advance of the Meeting may either vote by proxy by authorising the Board or a named third party as proxy representative or by postal voting.

• Electronic proxy forms or electronic postal votes may be submitted through the Investor Portal on the Company's website by using MitID or username and password.

• Physical proxy forms or physical postal votes may be submitted by using the Proxy and Postal Voting Form which can be printed from the Company's website www.pandoragroup.com. The duly completed, dated and signed form must be sent by letter to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby, Denmark, by e-mail 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.

Proxy forms (electronic or physical) must be received by Computershare A/S no later than on Friday, 8 March 2024 at 11:59 p.m. CET, whereas postal voting forms (electronic or physical) must be received by Computershare A/S no later than on Wednesday, 13 March 2024 at 12:00 p.m. CET (noon).

Shareholders who have submitted a proxy or postal vote ahead of the Meeting may still attend the Meeting and submit questions during the Meeting but will not be able to vote in any ballot.

SHARE CAPITAL, VOTING RIGHTS AND CUSTODIAN BANK The Company's share capital is DKK 89,000,000, divided into shares of DKK 0.01 or any multiple thereof.

The Company has appointed Nordea Danmark, Filial af Nordea Bank Abp, Finland as account-holding bank through which shareholders may exercise their financial rights.

QUESTIONS
At the Meeting, the Board and Executive Management will answer questions from the shareholders on matters of relevance to the assessment of the Annual Report 2023, the Company’s position, and other questions to be addressed at the Meeting. Questions may also be submitted prior to the Meeting by completing a form on the Company’s website which can be found here until Wednesday, 6 March 2024 12:00 p.m. CET (noon). Questions from shareholders can be asked in both Danish and English and will be answered in English. Answers to questions submitted through the form will be provided and be accessible at the Company’s website www.pandoragroup.com.

Shareholders are kindly encouraged to submit questions and comments in advance of the Meeting.

AGENDA, LANGUAGE, ETC.
No later than 3 weeks before the Meeting, the complete, full-length text of the documents to be submitted to the Meeting as well as the agenda with the complete proposals to be transacted at the Meeting will be made available for inspection at the reception desk at the Company's registered office, Havneholmen 17-19, DK-1561 Copenhagen V, Denmark, on all business days from 8:00 a.m. to 5:00 p.m. CET.

Furthermore, no later than 3 weeks prior to the Meeting, the following information will be made available on the Company's website www.pandoragroup.com:

1. The notice convening the Meeting, including appendices.

2. The total number of shares and voting rights at the date of the notice convening the Meeting.

3. Any documents to be submitted to the Meeting, including the agenda and the complete proposals.

4. The forms and information to be used for attendance to the Meeting, voting by proxy and postal voting.

The Meeting is held in English. Irrespective of article 10.8 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 Meeting.

DATA PROTECTION
In connection with the Meeting, the Company collects, processes and retains certain personal data. To this effect reference is made to the privacy notice about processing of personal data in connection with general meetings in Pandora A/S, available here.

Copenhagen, 15 February 2024
Pandora A/S

The Board of Directors

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

RE-ELECTION

Peter A. Ruzicka was born in 1964 and holds a Norwegian citizenship.

Peter A. Ruzicka has been a member of the Board since December 2019 and is also the chair of the Board, chair of the Remuneration Committee and member of the Nomination Committee. Peter A. Ruzicka is regarded as an independent board member.

The special skills possessed by Peter A. Ruzicka that are important for the performance of his duties as a member of the Board of Pandora A/S are his vast operational experience with strategy execution and transformation as well as retail and brand optimisation on executive level. Furthermore, he contributes with experience from other board positions and with insight in capital markets.

Peter A. Ruzicka holds a Bachelor of Business Administration as well as an MBA from Oslo Business School.

Peter A. Ruzicka has profound experience with top-level management. His last executive position was as president and CEO of Orkla ASA from 2014 to 2019. Prior to this he had executive positions in ICA AB and Royal Ahold in Norway, Sweden, the Baltics and the Czech Republic. He is chair of the board of Royal Unibrew A/S* as well as member of the boards of Axfood AB*, Aspelin Ramm Gruppen AS and AKA AS.

Christian Frigast was born in 1951 and holds a Danish citizenship.

Christian Frigast has been a member of the Board since August 2010 and is also deputy chair of the Board, chair of the Nomination Committee and member of the Remuneration Committee. Christian Frigast is not regarded as an independent board member.

The special skills possessed by Christian Frigast that are important for the performance of his duties as a member of the Board of Pandora A/S are his experience in general management and active involvement in a number of retail and other companies which has given him great insight in capital markets, consumer sales and retail execution.

Christian Frigast holds an MSc in Economics from Copenhagen University and is an adjunct professor at Copenhagen Business School. He has been Managing Partner at Axcel Management A/S since the founding of the company in 1994 until October 2016, and continues as chair in Axcel Management A/S.

Christian Frigast is chair of Axcel Management A/S, Axclfuture, Aktive Ejere (Active Owners Denmark), Bestyrelsesforeningen (Board Leadership Society of Denmark), Frigast A/S and Danmarks Skibskredit Holding A/S and a member of the board in its subsidiary. Christian Frigast is deputy chair of PostNord, and Axcel Advisory Board and a member of the boards Danmarks Eksport- og Investeringsfond (EIFO), Nissens A/S, CBS Executive Fonden and Nordsøfonden.

Lilian Fossum Biner was born in 1962 and holds a Swedish citizenship.

Lilian Fossum Biner has been a member of the Board since March 2023 and is also chair of the Audit Committee. Lilian Fossum Biner is regarded as an independent board member.
The special skills possessed by Lilian Fossum Biner that are important for the duties of her duties as a member of the board in Pandora A/S are her senior management level experience from retail and consumer goods companies, operational experience from strategy, finance and human resources. She brings valuable experience from her 20 years track record from mid and large cap non-executive board positions in several large corporations in listed and private environments.

Lilian Fossum Biner holds a Master of Science from Stockholm School of Economics. She is a board member in Carlsberg A/S*, Alfa Laval*, Scania AB, and Röko AB.

Birgitta Stymne Göransson was born in 1957 and holds a Swedish citizenship.

Birgitta Stymne Göransson has been a member of the Board since March 2016 and is also a member of the Audit Committee and the Nomination Committee. Birgitta Stymne Göransson is regarded as an independent board member.

The special skills possessed by Birgitta Stymne Göransson that are important for the performance of her duties as a member of the Board of Pandora A/S are her experiences from consumer goods, and retail execution, IT, digital and financial insights, and capital markets.

Birgitta Stymne Göransson holds an MBA from Harvard Business School and a Master of Science in Chemical Engineering from the Royal Institute of Technology, Stockholm. Birgitta Stymne Göransson currently works as a professional board member. She is chair of Industrifonden and Min Doktor AB, and is member of the board of Asker AB, Elekta AB*, Bure Equity AB* and RVRC Holding AB*.

Marianne Kirkegaard was born in 1968 and holds a Danish citizenship.

Marianne Kirkegaard has been a member of the Board since March 2020 and is also member of the Nomination Committee. Marianne Kirkegaard is regarded as an independent board member.

The special skills possessed by Marianne Kirkegaard that are important for the performance of her duties as a member of the board in Pandora A/S are her deep international insights in the consumer market, experience advancing the social sustainability agenda as well as her exposure to the full value chain of large corporate multinationals. She brings extensive experience from her executive roles, most recently as global Chief Executive Officer of CSM Bakery Solutions and previous international positions in Unilever plc. and in Carlsberg A/S.

Marianne Kirkegaard holds a Master in Economics from Aarhus University and a MBA in Business administration from Copenhagen Business School. She is executive chair in Baker & Baker UK Ltd. and board member in AAK AB, Faerch Group, Salling Group A/S and BioMar.

Catherine Spindler was born in 1977 and holds a French citizenship.

Catherine Spindler has been a member of the Board since March 2020 and is also a member of the Audit Committee. Catherine Spindler is regarded as an independent board member.

The special skills possessed by Catherine Spindler that are important for the performance of her duties as a member of the Board of Pandora A/S are international brand strategy, digital transformation and a vast experience in beauty and cosmetics, high-growth pureplay digital environments and lifestyle apparel retail. She brings significant customer and marketing experience from her current position as Deputy Chief Executive Officer for Lacoste and previous positions in Guerlain Parfums (LVMH Group), Yves Rocher Group and Vente Privee.com.

Catherine Spindler is a graduate in Marketing from EDHEC Business School, France.

Jan Zijderveld was born in 1964 and holds a Dutch citizenship.

Jan Zijderveld has been a member of the Board since March 2021 and is also member of the Remuneration Committee and Audit Committee. Jan Zijderveld is regarded as an independent board member.

The special skills possessed by Jan Zijderveld that are important for the performance of his duties as a member of the board in Pandora A/S are his deep international insights in the consumer market, extensive experience advancing environmental and social sustainability and technology, as well as his exposure to the full value chain as CEO of many businesses in many countries. He brings valuable experience from previous positions within the Unilever group over a 30-year period spanning 4 continents with as last role as President Europe and member of the Executive Board and concluding his executive career as Chief Executive Officer of Avon in 2020.

Jan Zijderveld holds a degree in Business Management from the University of Waikato, New Zealand. He is a board member in Koninklijke Ahold Delhaize N.V.* and Symrise AG. Further he serves as Senior Advisor to a number of private equity firms.

*Publicly listed company

 

APPENDIX 2
Transport and parking

Car parking is available at Fisketorvet (Copenhagen Mall). For further information on parking in Fisketorvet, please see this LINK (in Danish only).

The closest train station is Dybbølsbro Station (850m). See map below:

ABOUT PANDORA

Pandora is the world’s largest jewellery brand. The company designs, manufactures and markets hand-finished jewellery made from high-quality materials at accessible price points. Pandora jewellery is sold in more than 100 countries through 6,700 points of sale, including more than 2,600 concept stores.

Headquartered in Copenhagen, Denmark, Pandora employs 33,000 people worldwide and crafts its jewellery at three facilities in Thailand. Pandora is committed to leadership in sustainability and is sourcing recycled silver and gold for all of its jewellery, just as the company has set out to halve greenhouse gas emissions across its value chain by 2030. Pandora is listed on the Nasdaq Copenhagen stock exchange and generated revenue of DKK 28.1 billion (EUR 3.8 billion) in 2023.

Contact

For more information, please contact:

Attachment

• Pandora_Company Announcement_No_847