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Digitree Group S.A.

AGM Information Oct 9, 2019

5586_rns_2019-10-09_2b414915-7d0d-49f7-b860-a1b4bf97ce74.html

AGM Information

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Subject: Resolutions adopted by the Extraordinary General ShareholdersMeeting of Pfleiderer Group S.A. on 8 October 2019

Current Report no. 43/2019

The Management Board of Pfleiderer Group Spółka Akcyjna, with itsregistered office in Grajewo, Poland (the "Company"), hereby presentsresolutions adopted by the Extraordinary General Shareholders Meeting on8 October 2019.

Resolution No. 1

of the Extraordinary General Meeting of:

Pfleiderer Group Spółka Akcyjna of 8 October 2019

on election of the Chairman

Extraordinary General Meeting of Shareholders of the company underbusiness name: Pfleiderer Group S.A. with its registered office inWrocław resolves to elect Rafał Kamiński as the Chairman of the GeneralMeeting.

In voting on Resolution no. 1 number of shares used to cast valid voteswas 51,760,806 which constitutes 80% of share capital.

Number of votes "in favour" - 39,286,245, "against" - 0, "abstain" -12,474,561.

Resolution No. 2

of the Extraordinary General Meeting of:

Pfleiderer Group Spółka Akcyjna of 8 October 2019

on adopting the agenda

Extraordinary General Meeting of Shareholders of the company underbusiness name: Pfleiderer Group S.A. with its registered office inWrocław hereby resolves the following agenda of the General Meeting:

1. Opening the Extraordinary General Meeting,

2. Election of the Chairman of the Extraordinary General Meeting,

3. Stating correctness of convocation of the Extraordinary GeneralMeeting and its ability to adopt the resolution,

4. Adopting the agenda of the Extraordinary General Meeting,

5. Adopting the resolution on the determination of the rules ofremuneration of the Chairman of the Supervisory Board delegated toperform duties as the president of the Management Board of the Company

6. Closing the meeting.

In voting on Resolution no. 2 number of shares used to cast valid voteswas 51,760,806 which constitutes 80% of share capital.

Number of votes "in favour" - 39,286,245, "against" - 0, "abstain" -12,474,561.

Resolution No. 3

of the Extraordinary General Meeting of:

Pfleiderer Group Spółka Akcyjna of 8 October 2019

on the determination of the rules of remuneration of the Chairman of theSupervisory Board delegated to perform duties as the president of theManagement Board of the Company

Acting pursuant to Article 392 § 1 in conjunction with Article 383 § 1of the Commercial Companies Code and Article 23 of the articles ofassociation of Pfleiderer Group S.A. (the "Company"), the OrdinaryGeneral Meeting of the Company (the "Meeting") resolves to determine thefollowing rules of remuneration of Mr Zbigniew Prokopowicz, thechairperson of the Company's Supervisory Board (the "Supervisory Board")(the "Chairman") for the period of his delegation to perform duties ofthe president of the Management Board of the Company.

§1

In relation to the delegation of the Chairman to the Management Board ofthe Company, on the terms and conditions specified in this resolutionand for the term of the delegation to the Management Board of theCompany, the Chairman shall be entitled to the remuneration for a periodstarting from 11 September 2019 until the moment of the appointment bythe Company's Supervisory Board of a new president of the ManagementBoard, but not longer than until 11 December 2019, referred to in thisresolution.

§2

1. The Chairman shall be entitled to a monthly gross remuneration beingthe equivalent in Polish zlotys of the amount of EUR 53,000 (accordingto the average NBP exchange rate from the day preceding the payment day)(the "Basic Remuneration").

2. The Basic Remuneration payable under this section shall be payable bybank transfer to the bank account indicated by the Chairman in arrearsby the third business day of each subsequent month for the precedingcalendar month.

§3

1. The Chairman shall also be entitled to a bonus for the result of theCompany for year 2019 on the term applicable hitherto determined for thepresident of the Management Board of the Company (subject to possiblechanges of the Bonus Criteria (as defined below) made by the SupervisoryBoard after the date of this resolution) (the "Bonus"), on the followingterms:

the amount of the Bonus will amount to the equivalent in Polish zlotysof the amount of EUR 636,000 ("Basic Amount") provided that the Chairmansatisfies in 100% the business targets determined by the SupervisoryBoard for the president of the Management Board of the Company for year2019 ("Bonus Criteria");

in case the Bonus Criteria are satisfied to the extent exceeding 100%,the Bonus will be increased above the Basic Amount to the maximum amountnot higher than 250% of the Basic Amount; and

in case the Bonus Criteria are satisfied to a lesser extent than 100%,the Bonus will be due in the amount lesser then the Basic Amount or theBonus will not be due at all.

2. The Bonus will be due in case the Supervisory Board determines thatthe Bonus Criteria for year 2019 have been met (regardless of the numberof persons who, in year 2019, performed the duties of the president ofthe Management Board of the Company and contributed to the satisfactionof those criteria). In such case, the Chairman will be entitled to theBonus in the amount proportionally to the period in which the Chairmanperformed the duties of the president of the Management Board of theCompany (e.g. in case the Supervisory Board determines that the BonusCriteria have been satisfied and performing by the by the Chairman ofthe duties of the president of the Management Board of the Company forthree months, the Chairman will be entitled to 1/4 (one-forth) of theamount of the Bonus).

3. The General Meeting authorizes the Supervisory Board to calculate theamount of the Bonus due to the Chairman and the implementation of theterms of the payment of the Bonus pursuant to the rules of determinationof the bonus targets and payment of the bonus remuneration to themembers of Management Board of the Company for year 2019 determined bythe Supervisory Board.

4. The Bonus will be paid out on the day in which the Company will payout the bonuses for year 2019 to the members of the Management Board ofthe Company, however, not later than within 14 days from the date of theapproval by the general meeting of the Company's financial statement foryear 2019 (according to the average NBP exchange rate from the daypreceding the payment day).

§4

1. The Chairman shall be additionally entitled to a one-off additionalremuneration in the gross amount of EUR 10,903 (according to the averageNBP exchange rate from the day preceding the payment day) (the"Additional Remuneration").

2. The Additional Remuneration shall be paid without undue delay, but nolater than within 14 days from the adoption of this resolution by banktransfer to the bank account indicated by the Chairman.

§5

1. Notwithstanding the payment of the Basic Remuneration, Bonus and theAdditional Remuneration, the Company shall return to the Chairman allduly documented costs incurred by him that are directly connected withthe performance of the duties of the president of the Management Boardof the Company.

2. During the term of his delegation to the Management Board of theCompany, the Chairman shall not be entitled to the remuneration referredto in resolution No. 6 of the extraordinary general meeting of theCompany dated 19 February 2016 on the determination of the rules ofremuneration of the members of the Company's Supervisory Board, whichwas subsequently amended by a resolution of the annual general meetingof the Company No. 12 dated 29 June 2016 regarding the amendment ofresolution No. 6 of the Extraordinary General Meeting of PfleidererGrajewo S.A. dated 19 February 2016 on the determination of the rules ofremuneration of the members of the Company's Supervisory Board.

§6

For the avoidance of doubt, this resolution shall not have any effect onthe remuneration of the Chairman pursuant to the resolution of theOrdinary General Meeting dated 11 June 2019 on the amendment ofResolution No. 1 of the Extraordinary General Meeting of PfleidererGroup S.A. of 18 October 2017 regarding the determination of the termsof the long-term incentive program for selected members of thesupervisory board of Pfleiderer Group S.A.

§7

The resolution comes into force on the day of its adoption.

In voting on Resolution no. 3 number of shares used to cast valid voteswas 51,760,806 which constitutes 80% of share capital.

Number of votes "in favour" - 39,286,245, "against" - 0, "abstain" -12,474,561.

No protest was raised to be entered into the minutes during the GeneralMeeting.

This report was prepared pursuant to § 19 Section 1 item 6 of theRegulation of Minister of Finance on current and periodic information tobe published by issuers of securities and conditions for recognition asequivalent of information whose disclosure is required under the laws ofa nonmember state, dated March 29th 2018 (Dz. U. 2018, item 757).

09.10.2019

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