Pandora calls for Extraordinary General Meeting on 14 August 2025 and nominates Lars Sandahl Sørensen as new board member. Deputy Chair, Christian Frigast will not stand for re-election at the Annual General Meeting in 2026.
Lars Sandahl Sørensen nominated to Pandora's Board of Directors
Pandora, the world's largest jewellery brand, today announces the nomination of Lars Sandahl Sørensen to its Board of Directors. Lars Sandahl Sørensen serves as CEO of The Confederation of Danish Industry (DI), the largest and most influential employer and business organisation in Denmark operating on behalf of Danish companies in and outside of Denmark. Prior to that, he held senior leadership roles at several large companies, including the role as Deputy President/CEO, COO & Airline Accountable Manager at Scandinavian Airlines Group.
Lars Sandahl Sørensen will be presented for election to Pandora's Board of Directors at an Extraordinary General Meeting on 14 August 2025.
"Lars can bring great value to Pandora. He has a strong leadership background and has consistently delivered results in complex, competitive environments. As CEO of DI, he is a key player in policy development at both Danish and EU levels," says Peter A. Ruzicka, Chair of Pandora's Board of Directors.
"I have followed Pandora with great interest, and the company's transformation in recent years has been nothing short of remarkable. If elected, I look forward to contributing to Pandora's continued growth, innovation, and long-term value creation," says Lars Sandahl Sørensen.
If elected, he will be regarded as an independent board member.
Christian Frigast to depart Pandora's Board of Directors
Deputy Chair, Christian Frigast has informed the Board that he will not stand for re-election at the next Annual General Meeting in 2026. Christian Frigast was managing partner at private equity firm Axcel, which acquired Pandora from the company's founders in 2008 and led the company to its IPO in 2010. Since then, Christian Frigast has served as Deputy Chair on Pandora's Board of Directors.
"Christian was a key figure in Axcel's investment in Pandora in 2008, and he has been instrumental in Pandora's journey to become the world's largest jewellery brand. On behalf of Pandora and the Board, I would like to express my gratitude to Christian for his dedicated service," says Peter A. Ruzicka, Chair of Pandora's Board of Directors.
"After 15 rewarding years on Pandora's Board, I have decided the time is right to step down. It has been a great pleasure to contribute to the company's strategic direction through some of the most defining years in its history. I am pleased to see Lars nominated for the Board. We have found a proven business leader with strong experience in business policy, and I am confident he can bring valuable insight to Pandora's continued growth. I am very proud of what we have achieved together and have great confidence in the company's future," says Christian Frigast.
Christian Frigast will serve as Deputy Chair until the Annual General Meeting in 2026.
PANDORA A/S
NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting (the "General Meeting") of Pandora A/S (the "Company") is hereby convened to be held on
Thursday, 14 August 2025 at 8:30 a.m. CEST (doors will open at 8:00)
The General Meeting will be held at the Company's registered office,
Havneholmen 17-19, DK-1561 Copenhagen V, Denmark
with the following agenda:
1. Election of a new member of the Board of Directors (the "Board").
2. Authority to the chair of the General Meeting.
Due to the very short agenda there will be no catering before or after the General Meeting.
Complete proposals
Re agenda item 1:
The Board nominates Lars Sandahl Sørensen as new member of the Board.
The composition of the Company's Board, including the nominated new candidate, reflects the skills and experience which are deemed required to manage a publicly listed company. The Company aims at composing the Board to consist of persons who possess the professional skills and international experience required to serve as a board member.
A detailed description of the new board candidate and information on his managerial posts is attached hereto as Appendix 1. The description is also available on the Company's website www.pandoragroup.com.
Re agenda item 2:
The Board proposes that the chair of the General Meeting is authorised to make such amendments and additions to the resolutions passed by the General Meeting and to the application for registration with the Danish Business Authority as the Authority may require for registration.
VOTING REQUIREMENTS
The resolution under agenda items 1 and 2 may be passed by a simple majority of votes.
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 General 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 August 2025. The shares held by each shareholder are determined at 11:59 p.m. CEST 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 and admission card
The Company must be duly notified of attendance to the General Meeting. A shareholder, its proxy or advisor wishing to attend the General Meeting and to receive an admission card must notify the Company about the attendance no later than on Friday, 8 August 2025 at 11:59 p.m. CEST.
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 presented at the entrance to the General 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 entry of an e-mail address may collect the admission card at the entrance to the General Meeting upon presentation of ID.
Voting cards are distributed at the entrance to the General Meeting.
Proxy/postal vote
Shareholders prevented from attending the General 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 www.pandoragroup.com by using NemID 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 Proxy and Postal Voting Form must be sent by letter to Computershare A/S, Lottenborgvej 26 D, 1. sal, DK-2800 Kgs. Lyngby, Denmark or by email 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 August 2025 at 11:59 p.m. CEST, whereas postal voting forms (electronic or physical) must be received by Computershare A/S no later than on Wednesday, 13 August 2025 at 12:00 p.m. CEST (noon).
Once received by the Company, a postal vote is binding on the shareholder and cannot be revoked.
SHARE CAPITAL, VOTING RIGHTS AND CUSTODIAN BANK
The Company's share capital is DKK 79,000,000, divided into shares of DKK 1.
The Company has appointed Nordea Danmark, Filial af Nordea Bank Abp, Finland as account-holding bank through which the shareholders of the Company may exercise their financial rights.
QUESTIONS
At the General Meeting, the Chair of the Board will answer questions from the shareholders on matters of relevance to the agenda. Questions may be submitted in writing until Wednesday, 13 August 2025 at 12:00 p.m. CEST (noon) to Pandora A/S, Havneholmen 17-19, DK-1561 Copenhagen V, Denmark, addressed to Group Legal, Risk & Compliance for the attention of SVP, General Counsel, Peter Ring or by email to legal@pandora.net. Questions from shareholders can be asked in both Danish and English. Such questions will be answered in English and may be answered in Danish if requested by the shareholder.
AGENDA, LANGUAGE, ETC.
No later than 3 weeks before the General Meeting, the following information will be made available on the Company's website www.pandoragroup.com:
- The notice convening the General Meeting with appendices.
- The total number of shares and voting rights at the date of the notice convening the General Meeting.
- Any documents to be submitted to the General Meeting, including the agenda and a detailed description of the new board candidate and information on his managerial posts.
- The forms to be used for voting by proxy and postal voting.
The General Meeting will be held in English without translation services and will due to the very short agenda not be webcasted.
DATA PRIVACY
In connection with the General Meeting, the Company collects, processes and retains certain personal data. To this effect reference is made to the document about processing of personal data in connection with general meetings in Pandora A/S, which is available here.
PRACTICAL INFORMATION
Admission and registration at the General Meeting will commence on Thursday, 14 August 2025 at 8:00 a.m. CEST.
Copenhagen, 14 July 2025
Pandora A/S
The Board of Directors
APPENDIX 1
Description of the candidate proposed by the Board
Lars Sandahl Sørensen was born in 1963 and holds a Danish citizenship.
The special skills possessed by Lars Sandahl Sørensen that are important for the performance of his duties as a member of the Board of Pandora A/S include his extensive experience as a CEO, senior executive and non-executive board member, both nationally and internationally, leading strategic growth and transformation in highly competitive international environments and businesses.
Furthermore, he has been actively involved in companies with notable sustainability agendas. This includes his responsibility for SAS' sustainability and ESG transformation, as well as his significant contributions to Danish and EU policy development and implementation strategies in the field of sustainability and ESG.
Lars Sandahl Sørensen holds an international education in management, strategy, finance, and economics from St. Cloud State University, Kansai Gaidai and Stanford University Graduate School of Business.
Lars Sandahl Sørensen has profound experience with top-level management. He is CEO of The Confederation of Danish Industry (DI) and is chair of the board of A/S af 6. Juni 1986, deputy chair of PensionDanmark, Pensionsforsikringsaktieselskab and PensionDanmark Holding A/S as well as member of the board of Arbejdsmarkedets Tillægspension (ATP) and Københavns Lufthavne A/S*.
If elected, he will be regarded as an independent board member.
* Publicly listed company.
ABOUT PANDORA
Pandora is the world's largest jewellery brand, specialising in the design, crafting and marketing of accessible luxury jewellery made from high-quality materials. Each piece is created to inspire self-expression, allowing people to share their stories and passions through meaningful jewellery. Pandora jewellery is sold in more than 100 countries through 6,800 points of sale, including more than 2,700 concept stores.
Headquartered in Copenhagen, Denmark, Pandora employs 37,000 people worldwide and crafts its jewellery using only recycled silver and gold. Pandora is committed to leadership in sustainability and 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 31.7 billion (EUR 4.2 billion) in 2024.
CONTACT
For more information, please contact:
| Investor Relations BILAL AZIZ SVP, Investor Relations & Treasury +45 3137 9486 biazi@pandora.net | Corporate Communications JOHAN MELCHIOR VP, Media Relations & Public Affairs +45 4060 1415 jome@pandora.net |
| ADAM FUGLSANG Director, Investor Relations +45 6167 7425 adfug@pandora.net | |
