Press release from annual shareholders’ meeting in Pandox Aktiebolag (publ) on 3 May 2016

At the annual shareholders’ meeting in Pandox Aktiebolag (publ) in Stockholm
today the shareholders resolved upon the following:
Approval of income statement and balance sheet for the financial year 2015 and
discharge from liability

The annual shareholders’ meeting approved the income statement and balance sheet
as well as the consolidated income statement and the consolidated balance sheet
for the financial year 2015, and the members of the board and the managing
director were discharged from liability for the financial year 2015.

Allocation of profit or loss

The shareholders’ meeting resolved, in accordance with the board’s proposal,
that the funds at the meeting’s disposal should be allocated so that SEK
2,455,870,711 is allocated as dividends to the shareholders of SEK 3.80 per
share, in total SEK 570,000,000, and that the remaining unrestricted equity, SEK
1,885,870,711, is carried forward. Friday 6 May 2016 was resolved as record day
for dividends.

Election of board members, auditors, fees to the board of directors and auditors

The annual shareholders’ meeting resolved, in accordance with the nomination
committee’s proposal, that the number of members of the board of directors shall
be seven without deputy members, and that the company shall have two auditors
and two deputy auditors.

In accordance with the nomination committee’s proposal, Christian Ringnes, Leiv
Askvig, Ann-Sofi Danielsson, Olaf Gauslå, Bengt Kjell, Helene Sundt and Mats
Wäppling were re-elected as board members for the time until the end of the next
annual shareholders’ meeting. Christian Ringnes was re-elected as chairman of
the board. Per Gustafsson and Willard Möller were re-elected as auditors, Ulf
Sundborg was re-elected as deputy auditor and Bengt Ekenberg was elected as new
deputy auditor.

The annual shareholders’ meeting further resolved, in accordance with the
nomination committee’s proposal, that the fees to board shall be SEK 3,370,000
in total, allocated as follows: SEK 600,000 shall be paid to the chairman of the
board and a fee of SEK 400,000 shall be paid to each of the other board members.
Fees for committee work shall be paid with SEK 50,000 to each of the two members
of the remuneration committee (including the chairman), SEK 130,000 to the
chairman of the audit committee and SEK 70,000 to each of the other two members
of the audit committee. The annual shareholders’ meeting further resolved that,
in accordance with the nomination committee’s proposal, auditor fees shall be
paid in accordance with approved invoice.

Guidelines for remuneration for members of management

The annual shareholders’ meeting resolved to adopt guidelines for remuneration
of members of management in accordance with the board’s proposal. In short, the
guidelines state that the total remuneration to members of management of Pandox
should be competitive in comparison to that of similar companies in order to
attract, motivate and retain key employees. Remuneration to members of
management shall consist of base salary, short-term incentive programs as well
as long-term share price based incentive programs, in addition to pension and
other customary benefits.

Nomination committee for the annual shareholders’ meeting 2017

The annual shareholders’ meeting resolved to, in accordance with the nomination
committee’s proposal, adopt principles for the appointment of the nomination
committee for the annual shareholders’ meeting 2017. In short, the nomination
committee shall be composed of representatives of the four largest shareholders
as of 31 July 2016 together with the chairman of the board.

Authorisation to issue new shares

The annual shareholders’ meeting resolved to, in accordance with the board’s
proposal, authorise the board to resolve - at one or several occasions and for
the time period until the next annual shareholders’ meeting - to increase the
company’s share capital by new share issues, to the extent that it corresponds
to a dilution of not more than 10 percent of the number of shares outstanding at
the time of the notice of the annual shareholders’ meeting. New share issues may
be made with or without deviation from the shareholders’ preferential rights and
with or without provisions for contribution in kind, set-off or other
conditions.

Additional information from the annual shareholders’ meeting

The presentation made by CEO Anders Nissen at the annual shareholders’ meeting
is also available on Pandox website, www.pandox.se. Minutes from the annual
shareholders’ meeting will be made available on Pandox website no later than two
weeks after the annual shareholders’ meeting.

FOR MORE INFORMATION, PLEASE CONTACT:

Christian Ringnes, Chairman of the Board, +47 22 33 05 50.

This information was submitted for publication on 3 May 2016 at 17:oo CEST.

About Pandox
Pandox is a leading owner of hotel properties in Northern Europe with a focus on
sizeable hotels in key leisure and corporate destinations. Pandox’s hotel
property portfolio comprises 113 hotels with more than 24,000 hotel rooms in
eight countries. Pandox’s business is organised into Property management, which
comprises hotel properties leased on a long-term basis to market leading
regional hotel operators and leading international hotel operators, and Operator
activities, which comprises hotel operations executed by Pandox in its owner
-occupied hotel properties. Pandox was founded in 1995 and the company’s B
shares are, as of 18 June 2015, listed on Nasdaq Stockholm. www.pandox.se