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Pandora Media, Inc. (NYSE:P)

Annual Stockholders Meeting Conference Call

June 05, 2013, 11:00 am ET

Executives

Joe Kennedy - Chairman, President & CEO

Delida Costin – SVP, General Counsel, and Secretary

Mick Bobroff - Ernst & Young, LLP

Analysts

Joe Kennedy

Good morning ladies and gentlemen. On behalf of Pandora, I would like to thank you for attending our 2013 Annual Meeting of Stockholders. I am Joe Kennedy, CEO, President, and Chairman of the Board of Pandora. I will now call the 2013 annual meeting to order.

I would like to start by introducing our Board of Directors who are here today, Jim Feuille and Bob Kavner. I would like to introduce, I am sorry, Peter Gotcher just walked in as well. I would like to also introduce other members of Pandora’s management team who are here, Mike Herring, our EVP and CFO; Delida Costin, our SVP, General Counsel, and Secretary; and Tim Westergren, our Founder and Chief Strategy Officer.

Also present is Mick Bobroff of Ernst & Young, our auditor. Martin Wellington of Davis Polk & Wardwell, our outside legal counsel is also nearby if needed. The Board of Directors has appointed Broadridge Financial Solutions to act as our inspector of elections. Christopher Woods, a representative of Broadridge has previously taken his oath as inspector of elections.

At this time, I will ask Ms. Costin to begin the formal portion of the meeting.

Delida Costin

Thank you, Joe. Before asking upon the matters set forth in the Notice of Meeting, let me cover some procedural points. If you have sent in a proxy card or delivered one prior to the meeting and do not revoke it at this meeting, your vote will be counted automatically without any further action on your part. If you still have a proxy card, which you wish to have voted please raise your hand and it will be collected. If you have previously delivered a proxy card, which you now wish to revoke please raise your hand. If you wish to vote your shares in person, please raise your hand and the Inspector of Elections will provide you with the ballot.

Mr. Chairman, I present the affidavit of mailing of Broadridge Financial Solutions, Inc., which states that the notice of meeting and the company and proxy materials and annual report were mailed on or about April 24, 2013 to stockholders of record on April 10, 2013; the record date for stockholders entitled to notice of this meeting, which is in accordance with the bylaws of our company.

I'll now establish for the record that the meeting has been properly convened and that there is a quorum present for the transaction of business. This meeting has been called in accordance with our bylaws and the required notice has been given. According to the list of stockholders of record as of the close of business on the record date, April 10, 2013, there were outstanding -- issued and outstanding 174,390,303 shares of common stock. A duplicate record has been on file at the principal place of business of the company for the last 10 days immediately prior to the date of this meeting, and has been available for inspection by any stockholder during that period of time during normal business hours.

A quorum for this meeting requires the presence in person or by proxy of holders of a majority of the shares outstanding on the record date or at least 87,195,152 shares. I have been advised by the Inspector of Elections that a total of more than 157 million shares or more than 90% were represented in person or by proxy at the opening of this meeting. This total represents the majority of the shares outstanding on the record date resulting in a quorum, and the meeting is duly constituted, and the business of the meeting may proceed.

Joe Kennedy

Thank you, Delida. The report of the secretary on the existence of a quorum is accepted. I direct the affidavit of mailing to be made part of the minutes of this meeting. We may now proceed to transact the business for which this meeting has been called.

Delida Costin

Our stockholders are requested to act on the following matters. Number one, election of two Class II Directors to the Board of Directors to serve until the 2016 annual meeting of stockholders or until their respective successors have been duly elected and qualified.

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year is the second matter. The election of each candidate for director shall be determined by a plurality of the votes cast at this meeting, and the nominee to receive the most votes will be elected.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2014 shall be determined by a majority of the shares present or represented by proxy with respect to this proposal.

The first order of business is to elect the nominees as Class II Directors to the Board of Directors. As indicated in our proxy statement, the Board of Directors has nominated James M. P. Feuille and Peter Gotcher as Class II Directors to the Board of Directors of the company. The company’s bylaws require that a stockholder provide advanced notice to the company of a stockholder’s intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed.

May I have a motion that the nominees for Class II directors be submitted to the stockholders for a vote?

Joe Kennedy

I so move.

Delida Costin

The motion is carried. Voting will commence after all proposals have been presented.

Second proposal, we will now move on to the second proposal. The second matter to come before the meeting is the ratification of the appointment of the firm of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2014.

May I have the motion at the proposal to ratify the appointment of Ernst & Young LLP as a company's independent auditors for the fiscal year ending January 31, 2014 be submitted to the stockholders for a vote.

Joe Kennedy

I so move.

Delida Costin

The motion is carried. Because no further business is scheduled to come before the stockholders, I declare the polls for each matter to be voted on at this meeting open at 8:10 today, June 5, 2013 and direct that a vote of stockholders be taken.

I declare the polls for each matter voted upon at this meeting closed at 8:11 today June 5 2013, and direct the Inspector of Elections to collect and tabulate the ballet. At this time, I would like to introduce Michael Bobroff with Ernst & Young LLP. He will have the opportunity to make a statement or to answer any appropriate questions you may have.

Mick Bobroff

At this time we'll ask Ms. Costin to report the voting results of the proposals.

Delida Costin

As James M. P. Feuille and Peter Gotcher are the two nominees receiving the greatest number of affirmative votes of the shares present in person or by proxy, the proposal is approved and each of James M. P. Feuille and Peter Gotcher is elected.

Proposal two is approved with more than 99% of the shares cast voting in favor and the appointment of Ernst & Young LLP as the company's independent public accounting firm is ratified. The inspector of elections will furnish the company with the written report of the final vote count with respect to the matters voted on today which shall be included in the minutes of this meeting.

This concludes the formal business to be brought before the meeting. If there is no other most business, I will entertain the motion to adjourn.

Joe Kennedy

I so move.

Delida Costin

The motion is carried. The formal business portion of the meeting stands adjourned. At this time, Joe Kennedy our Chairman and CEO will answer appropriate questions from our stockholders.

Joe Kennedy

Are there any questions that anyone would like to ask of management? I'm not seeing any further questions on behalf of the Board of Directors, I thank you for your attendance today and your continued support of Pandora. Thank you all very much.

Question-and-Answer Session

[No Q&A Session for this event]

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