ACCELERATED OFFER OF BOOK CREATION Copenhagen Stock Exchange: PNDORA

NOT FOR PUBLICATION, PUBLICATION OR DISTRIBUTION IN ALL OR IN PART IN THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY OTHER JURISDICTION IN SUCH RELEASE, PUBLICATION OR DISTRIBUTION

PANDORA INITIATES PRIVATE PLACEMENT OF UP TO 8,000,000 SHARES THROUGH AN ACCELERATED BOOK CREATION PROCESS

In connection with the release of the interim financial report for the first quarter of 2020, see company announcement no. 591, the board of directors of Pandora A / S (the “Board“) Has resolved to initiate a private placement of up to a total of 8,000,000 treasury shares (the”Treasury Share“), Corresponding to 8% of the issued shares of Pandora A / S and the registered capital stock, at a price to be determined through an accelerated process of book creation (the”Offering“).

Treasury Shares were purchased during 2019 until March 11, 2020 through Pandora A / S share repurchase programs. Treasury Shares were to be canceled through a capital reduction adopted at the annual general meeting of Pandora A / S held on March 11, 2020. However, in light of subsequent macroeconomic developments, the Board determined that Pandora A / S’s best interest is to cancel the capital reduction to allow Treasury Shares to be used in relationship with the Offer.

The net proceeds from the Offer will be used to prepay the credit lines.

The Offer will be made in accordance with the applicable exemptions from the obligation to publish a prospectus for eligible institutional investors in Denmark and in certain other jurisdictions. The offer is not subscribed.

Books will open immediately and can be closed at any time. The offer price will be determined after the closing of the accelerated book creation process. The final price and amount of Treasury Shares is expected to be announced as soon as practically possible thereafter. In relation to the Offer, Pandora A / S, the members of the Board and the executive management have agreed to assume a blocking commitment for 180 calendar days after the liquidation of the Offer.

THE TREASURE’S SHARES
Pandora A / S owns a total of 8,341,918 treasury shares, which correspond to 8.3% of the issued and registered share capital of Pandora A / S. Pandora A / S plans to sell up to 8,000,000 treasury shares in the Offer.

Each Pandora A / S share and each Treasury share has a par value of DKK 1 and has one vote. Pandora A / S shares and each Treasury share are negotiable instruments and in all respects will have the same rights as other Pandora A / S shares, including the right to receive dividends and voting rights.

The Treasury Shares will be sold without any pre-emptive subscription rights for existing shareholders and the new owners of any Treasury Shares will be registered in the Pandora A / S share registry.

Pandora A / S shares and Treasury Shares are issued dematerialized through VP Securities.

Treasury Shares are admitted to official listing and trading on Nasdaq Copenhagen under ISIN code DK0060252690.

BACKGROUND OF THE OFFERING
The offering is held to prepare for a stress test scenario in which most stores are closed for most of the rest of 2020.

The COVID-19 pandemic is affecting people and companies around the world in an unprecedented way, including Pandora A / S. Reference is made to the interim financial report announcement for the first quarter of 2020, company announcement no. 591, for more background information.

Pandora A / S has raised additional committed funds of DKK 3 billion in a club agreement with its major relationship banks, with a 70% state guarantee through Vækstfonden and maturing on December 31, 2021. Pandora A / S has increased its committed facilities to DKK 13.9 billion, of which DKK 3.4 billion will be refinanced or repaid by the end of 2020 at the latest. On May 4, 2020, Pandora A / S had withdrawn DKK 7.9 billion from the compromised facilities.

Pandora A / S has also negotiated an exemption from existing loan agreements, implying that the NIBD / EBITDA agreement (excluding restructuring costs) with quarterly tests rises to 4.25x until the test is included by the end of the first quarter of 2021.

As an added precautionary measure in uncertain times, Pandora A / S today announces the Offer, resulting in the cancellation of the planned capital reduction and essentially undoing part of the share buyback performed during 2019 and 2020.

In the most likely base case scenario with gradual store openings in the second quarter and return to relatively normal business in the fourth quarter, Pandora A / S will not need the additional funding raised. With additional funding from the DKK 3 billion club deal, Pandora A / S also has enough liquidity for a more negative scenario with a continuing large number of stores closed in the third quarter and with a significant impact on demand in the fourth. quarter of 2020. Finally, with the sale of Treasury Shares, Pandora A / S has sufficient funds for a possible second significant outbreak and the closure of most stores in the significant fourth quarter with a continuing negative effect in 2021, including repayment of DKK 3.4 billion term loans maturing in late 2020.

SETTLEMENT
The Offer will be settled through VP Securities through a book entry against cash payment.

JOINT GLOBAL COORDINATORS AND JOINT CORRIDORS
Nordea Corporate & Investment Banking, Morgan Stanley & Co. International plc and BNP Paribas are named Joint Global Coordinators and Joint Bookrunners, and Danske Bank A / S is named Joint Bookrunner in connection with the Offering.

EXPECTED CALENDAR FOR THE OFFER

About Pandora
Pandora designs, manufactures and markets handmade jewelry with high quality materials at affordable prices. Pandora’s jewelry is sold in more than 100 countries through 7,400 points of sale, including more than 2,700 concept stores.

Based in Copenhagen, Denmark, Pandora employs 28,000 people worldwide and manufactures its jewelry at two LEED-certified facilities in Thailand using primarily recycled silver and gold. The company plans to be carbon neutral by 2025 and has joined the science-based goals initiative to reduce emissions across its value chain. Pandora is listed on the Copenhagen Nasdaq Stock Exchange and generated sales of DKK 21.9 billion (EUR 2.9 billion) in 2019.

CONTACT
For more information, contact:

DISCLAIMER

This company announcement contains forward-looking statements, which include estimates of financial performance and targets, including projected liquidity requirements. These statements are not guarantees of future performance and involve certain risks and uncertainties, including in particular the impact of COVID-19 and related countermeasures in relevant countries for which there is limited visibility and significant uncertainty. Therefore, actual future results and trends may differ materially from what is forecast in this report due to a variety of factors.

This advertisement is for the sole purpose of providing information. Individuals needing advice should consult an independent financial advisor. This announcement does not constitute an investment recommendation.

This announcement is not for publication, publication or distribution, in whole or in part, directly or indirectly, in or within the United States (including its territories and possessions, any state of the United States and the District of Columbia, the “United States” ), Australia, Canada, Japan, South Africa, except as permitted by applicable law, or any other jurisdiction in which such publication or distribution is illegal.

This announcement does not constitute or form part of any offer or request to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such offers or sales are illegal (the “Excluded Territories”) . Any breach of this may constitute a violation of US securities laws. USA, Australia, Canada, Japan or South Africa or the securities laws of other states, as the case may be.

The securities referenced in this announcement have not been and will not be recorded under the US Securities Act. USA From 1933, as amended (the “US Securities Act”), Neither the securities laws of any state in the United States, and may not be offered, sold, resold, or delivered, directly or indirectly, in or within the United States without registration, except under a waiver or in a transaction not subject to the registration requirements of the United States Securities Act. Subject to certain limited exceptions, the securities mentioned in this listing are offered and sold only outside of the United States. The securities offered in connection with the offer have not been and will not be registered under the applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken, exercised, waived, transferred, delivered, or distributed, directly or indirectly, in the Excluded Territories or in any other jurisdiction if doing so would constitute a violation of the relevant laws of, or require the registration of such values ​​in the relevant jurisdiction. There will be no public offering of securities in the United States or elsewhere.

This announcement is not a prospectus and has been prepared on the basis that any offer of securities referred to in this document in any member state of the European Economic Area or the United Kingdom will be made in accordance with an exemption under the Regulation ( EU) 2017/1129 in prospectuses (the “Prospectus Regulations”). The information set out in this notice is only distributed and intended for persons in the Member States of the European Economic Area or the United Kingdom who are qualified investors (“Qualified Investors”) within the meaning of the Prospectus Regulations.

Furthermore, in the United Kingdom, this information is only disclosed to Qualified Investors (x) who are investment professionals who are found under Article 19 (5) of the Financial Markets and Services Act 2000 (Financial Promotion) and it only addresses them. Order 2005, as amended (the “Order”) or (and) high net worth entities included in Article 49 (2) (a) – (d) of the Order, or (z) persons to whom otherwise I could legally notify you (“Relevant Persons”).

This information should not be actuated or reliable, and any investment activity to which this information refers is not available and may not involve individuals (i) in any member state of the European Economic Area who are not qualified investors, and ( ii) in the United Kingdom who are not relevant persons.

No representation or warranty, expressed or implied, is made or will be made with respect to, and in relation to, and Pandora or any of its affiliates or agents, or the Joint or Joint Global Coordinators will not be accepted or will be accepted. Bookrunners, as to, or in connection with, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available or publicly available to any interested party or its advisers in relation to the company’s new actions and / or the private placement referred to in this document and, therefore, any liability is expressly excluded.

The Global Joint Coordinators and the Joint Book Brokers and each of their affiliates are acting exclusively for Pandora A / S and no one else in connection with the Offer. They will not consider any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than Pandora A / S for providing the protections provided to their respective clients, nor for providing advice regarding the Offer, the content of this announcement or any transaction, arrangement or other matter mentioned in this document.

• Company announcement Pandora_no. 592