Report
Expert Corporate Governance Service (ECGS)
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Pandora - March, 13 2019

In general, Pandora is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 5.1, it is proposed to re-appoint Mr. Peder Tuborgh as Chairman of the board of directors. Although Mr. Tuborgh is considered independent, ECGS has concerns over his aggregate time commitments. Mr. Tuborgh is serving as CEO of Arla Foods amba (substantial non-listed company) and Chairman of the board of directors of Pandora A/S (listed), which exceeds ECGS' guidelines. ECGS furthermore notes that Mr. Tuborgh is currently chairing the Company's remuneration committee, which is not in accordance with its guidelines either. Based on the above, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 5.6, it is proposed to re-appoint Ms. Birgitta Stymne Göransson as Member of the board of directors. In light of concerns over aggregate time commitments, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 5.8, it is proposed to newly appoint Ms. Isabelle Parize as Member of the board of directors. Although she would be considered independent, ECGS has concerns over her aggregate time commitments. Ms. Parize is currently serving as CEO of Delsey Paris (substantial non-listed company) and non-executive director of Air France-KLM S.A./N.V. and Robertet S.A. (both listed), which exceeds ECGS' guidelines. Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Finally, under ITEM 7, although not legally required in Denmark, the board of directors and the executive management seek discharge. Under its guidelines, ECGS no longer approves discharge of the board of directors and/or executive management if there is no legal requirement for it. Since there is no such (legal) requirement in Denmark, ECGS recommends to vote OPPOSE.

Underlying
Pandora A/S

Pandora designs, manufactures and markets jewelry made from genuine metals. Co. designs, produces and sells charms, bracelets, rings, necklaces, pendants and earrings. Co.'s products are made from gold, silver, gemstones, cultured pearls and stones and other jewelry materials. Co.'s jewelry is sold in more than 90 countries on six continents through approximately 9,900 points of sale, including more than 1,400 concept stores. Co.'s products are sold globally through such points of sale as concept stores, silver stores, gold stores, shop-in-shops and white stores.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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