Digitree Group S.A.

AGM Information • Jun 11, 2019

Subject: Resolutions adopted by the Ordinary General ShareholdersMeeting of Pfleiderer Group S.A. on 11 June 2019

Current Report no. 24/2019

The Management Board of Pfleiderer Group Spółka Akcyjna, with itsregistered office in Wrocław, Poland (the "Company"), hereby presentsresolutions adopted by the Ordinary General Shareholders Meeting on 11June 2019.

Resolution No. 1

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the Management Board Report on the operations ofthe Company and the Group for the financial year January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 1 of the CommercialCompanies Code, hereby resolves to approve the Management Board Reporton the operations of the Company and the Group for the financial yearJanuary 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 1 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 2

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the Company's financial statements for the periodfrom January 1st to December 31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 1 of the CommercialCompanies Code, hereby resolves to approve the financial statements ofthe Company for the period from January 1st to December 31st, 2018,comprising in particular of:

a) the statement of financial position as at 31 December 2018, showingan amount of PLN 2,278,687 thousand,

b) the statement of profit and loss and other comprehensive income forthe period from 1 January 2018 to 31 December 2018, showing a net profitamounting to PLN 144,442 thousand,

c) the statement of changes in equity for the period from 1 January 2018to 31 December 2018, showing a decrease in equity by the amount of PLN308,100 thousand,

d) the statement of cash flows for the period from 1 January 2018 to 31December 2018, showing a net increase in cash amounting to PLN 70,772thousand,

e) additional information to the annual financial statements.

§ 2

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

In voting on Resolution no. 2 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 3

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the consolidated financial statements of thecapital group of the Company for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 395 § 5 of the Commercial Companies Code, herebyresolves to approve the consolidated financial statements of the capitalgroup of the Company for the period from January 1st to December 31st,2018, comprising in particular of:

a) the consolidated statement of financial position as at 31 December2018, showing an amount of EUR 902,167 thousand,

b) the consolidated statement of profit and loss and other comprehensiveincome for the period from 1 January 2018 to 31 December 2018, showing anet profit amounting to EUR 5,905 thousand,

c) the consolidated statement of changes in equity for the period from 1January 2018 to 31 December 2018, showing a decrease in equity by theamount of EUR 101,204 thousand,

d) the consolidated statement of cash flows for the period from 1January 2018 to 31 December 2018, showing a net decrease in cashamounting to EUR 50,350 thousand,

e) explanatory information to the consolidated financial statements.

§ 2

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 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 4

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning distribution of net profit for the period from January 1st toDecember 31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 395 § 2 item 2 of the Commercial Companies Code, herebyresolves to allocate net balance profit for the period from January 1st,2018 to December 31st, 2018 in the amount of PLN 144,442 thousand infull for the Company's supplementary capital.

§ 2

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

In voting on Resolution no. 4 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,591,623, "against" - 378, "abstain" - 0.

Resolution No. 5

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties by Mr.Richard Mayer, a former member of the Company's Management Board, forthe period from January 1st to March 31st, 2018.

§ 2

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

In voting on Resolution no. 5 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 6

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties by Mr.Thomas Schäbinger, a President of the Company's Management Board, forthe period from January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 6 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 7

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties by Dr.Nico Reiner, a member of the Company's Management Board, for the periodfrom April 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 7 number of shares used to cast valid voteswas 43,610,583 which constitutes 67,4% of share capital.

Number of votes "in favour" - 43,610,583, "against" - 0, "abstain" - 0.

Resolution No. 8

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by members of theCompany's Management Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties by Mr.Dirk Hardow, a former member of the Company's Management Board, for theperiod from January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 8 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 9

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties by Mr.Ivo Schintz, a former member of the Company's Management Board, for theperiod from January 1st to December 17th, 2018.

§ 2

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

In voting on Resolution no. 9 number of shares used to cast valid voteswas 43,610,583 which constitutes 67,4% of share capital.

Number of votes "in favour" - 43,610,583, "against" - 0, "abstain" - 0.

Resolution No. 10

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties of Mr.Zbigniew Prokopowicz, a Chairman of the Company's Supervisory Board, forthe period from January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 10 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 11

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties of Dr.Michael F. Keppel, a Deputy Chairman of the Company's Supervisory Board,for the period from January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 11 number of shares used to cast valid voteswas 43,610,583 which constitutes 67,4% of share capital.

Number of votes "in favour" - 43,610,583, "against" - 0, "abstain" - 0.

Resolution No. 12

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties of Dr.Jason R. Clarke, a former Deputy Chairman of the Company's SupervisoryBoard, for the period from January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 12 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 13

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties of Mr.Florian Kawohl, a former member of the Company's Supervisory Board, forthe period from January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 13 number of shares used to cast valid voteswas 43,610,583 which constitutes 67,4% of share capital.

Number of votes "in favour" - 43,610,583, "against" - 0, "abstain" - 0.

Resolution No. 14

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties of Mr.Anthony O'Carroll, a member of the Company's Supervisory Board, for theperiod from January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 14 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 15

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties of Mr.Jan Woźniak, a member of the Company's Supervisory Board, for the periodfrom January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 15 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 16

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2018

§ 1

The Ordinary General Shareholders Meeting of the Company, acting on thebasis of Article 393 item 1 and Article 395 § 2 item 3 of the CommercialCompanies Code, hereby resolves to approve performance of duties of Mr.Krzysztof Sędzikowski, a member of the Company's Supervisory Board, forthe period from January 1st to December 31st, 2018.

§ 2

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

In voting on Resolution no. 16 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 39,592,001, "against" - 0, "abstain" - 0.

Resolution No. 17

of the Ordinary General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

on the amendment of the resolution no. 25 of the Ordinary GeneralMeeting of the Shareholders of June 11th, 2018 regarding the acquisitionby the Company of treasury shares for the purpose of their redemptionand the establishment of a relevant capital reserve.

§ 1.

Acting pursuant to Article 362 § 1(5) and Article 396 § 4 and 5 of theAct dated 15 September 2000 - the Commercial Companies Code, theOrdinary General Meeting of the Company decides, in the scope describedbelow, to amend the resolution No. 25 of the Ordinary General Meeting ofShareholders of June 11, 2018 regarding the acquisition by the Companyof treasury shares for the purpose of their redemption and theestablishment of a relevant capital reserve (the "Resolution").

§ 2.

1. The Ordinary General Meeting of the Company decides that § 2 (3) ofthe Resolution shall be read as follows:

"3. The authorization granted to the Management Board for the repurchaseof the Shares shall cover the period until 30 June 2020; "

2. The remaining provisions of the Resolution remain unchanged.

§ 3

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

In voting on Resolution no. 17 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 35,892,001, "against" - 3.700.000,"abstain" - 0.

Resolution No. 18

of the Ordinary

General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 2019

on the amendment of Resolution No. 1 of the Extraordinary GeneralMeeting of Pfleiderer Group S.A. of 18 October 2017 regarding thedetermination of the terms of the long-term incentive program forselected members of the supervisory board of Pfleiderer Group S.A.

Acting pursuant to Art. 392 § 1 of the Commercial Companies Code andpursuant to Art. 23 of the articles of association of Pfleiderer GroupS.A. (the "Company"), the Ordinary General Meeting of the Company (the"Meeting") resolves as follows:

§ 1

The Meeting hereby amends Resolution No. 1 of the Extraordinary GeneralMeeting of Pfleiderer Group S.A. of 18 October 2017 regarding thedetermination of the terms of the long-term incentive program forselected members of the supervisory board of Pfleiderer Group S.A. (the"Amended Resolution") in the following manner:

1. Clause 1.1 of the Amended Resolution shall be reworded to read asfollows:

In recognition of the hitherto and future contribution, service and worktowards the Company's development and increase of its value forshareholders of Mr Zbigniew Prokopowicz, the chairman of the SupervisoryBoard (the "Manager"), the Meeting adopts these rules regarding theterms of the long-term incentive program for the Manager (the "LTIP").

2. Clause 1.2 of the Amended Resolution shall be reworded to read asfollows:

The detailed terms and conditions of the LTIP shall be determined in aseparate agreement that shall be entered into between the Company andthe Manager following the adoption of this resolution, substantially inthe form attached to this resolution as Schedule 1.2 (the "Agreement").

3. Clause 1.3 of the Amended Resolution shall be reworded to read asfollows:

The adoption of this Resolution shall be without any prejudice to theremuneration granted to the Manager as the chairman of the SupervisoryBoard pursuant to the terms of resolution No. 26 of the Ordinary GeneralMeeting of the Company dated 11 June 2019 on the determination of therules of remuneration of the chairman of the Supervisory Board.

4. In Clause 2.1 of the Amended Resolution:

(a) in the definition of the "Dividend Amount", the following words:"the date of the adoption of this Resolution" shall be replaced by thefollowing words: "8 November 2017";

(b) in the definition of the "Exit Event" after the following words:"direct or indirect, transfer", the following words: "to a third party"shall be added, and after the following words: "would result indecreasing", the following words: "[comma] directly or indirectly[comma]" shall be added;

(c) in the definition of the "LTIP Term", the following words: "the dateof the execution of the Agreement" shall be replaced by the followingwords: "8 November 2017";

(d) the definition of "Good Leaver" shall be reworded to read as follows:

"Good Leaver" means the Manager, in the event that: (A) his appointmentwith the Company expires due to (i) the lapse of the term for which hewas appointed as a member of the Supervisory Board and he was notelected for the next term of office for reasons other than Expiry forCause or occurrence of a Material Breach; (ii) dismissal from theSupervisory Board for reasons other than Expiry for Cause or occurrenceof a Material Breach; (iii) death; or (iv) disability confirmed by adoctor due to which he is unable to perform his duties as a member ofthe Supervisory Board; and (B) he is bound by a non-compete arrangementwith the Company or any company from its capital group, but relating tothe Company, for a period not shorter than one (1) year following theend of his appointment with the Company, unless the Company decided, atits sole discretion, not to execute such non-compete arrangement withthe Manager;

(e) the definition of "Significant Shareholders" shall be reworded toread as follows:

"Significant Shareholders" means shareholders of the Company holding,individually or in aggregate in the case of entities with respect towhich their shareholding is aggregated pursuant to applicable securitiesregulations, as at 8 November 2017, at least 10% of the shares in theshare capital of the Company and the corresponding number of votes atthe general meeting of the shareholders of the Company, and theirsubsidiaries, affiliates, controlling entities or funds, as the case maybe;

(f) the definition of the "Share Price Test Period" shall be reworded toread as follows:

"Share Price Test Period" means rolling periods of 70 (seventy)consecutive trading days at the Warsaw Stock Exchange (Giełda PapierówWartościowych w Warszawie S.A.) through the whole LTIP Term with thefirst period starting on the date hereof;

(g) the definition of the "Tested Share Price" shall be reworded to readas follows:

"Tested Share Price" means (i) the arithmetic average of the marketprice of the Shares established on the basis of the dailyvolume-weighted average prices at the end of the Share Price Test Periodto be calculated by the Advisor or the Company (as applicable) accordingto Clause 4 increased by the Dividend Amount, (ii) the Exit Price, ifavailable to the Company, or (iii) the final price per Share paid by aThird-Party Purchaser(s) in a tender offer for 66% or 100% of the totalnumber of Shares (whether voluntary or mandatory), provided that suchThird Party acquires more than 50% of the issued share capital of theCompany (either before or as a result of such a tender offer);

(h) in the definition of the "Tranche 6 Call Option" the following word:"and" shall be replaced by a semicolon;

(i) after the definition of the "Tranche 6 Call Option", the followingdefinitions shall be added:

(i) "Tranche 7 Call Option" has the meaning assigned to it in Clause3.2.7;

(ii) "Tranche 8 Call Option" has the meaning assigned to it in Clause3.2.8;

(iii) "Tranche 9 Call Option" has the meaning assigned to it in Clause3.2.9;

(iv) "Tranche 10 Call Option" has the meaning assigned to it in Clause3.2.10;

(v) "Tranche 11 Call Option" has the meaning assigned to it in Clause3.2.11;

(vi) "Tranche 12 Call Option" has the meaning assigned to it in Clause3.2.12;

(vii) "Tranche 13 Call Option" has the meaning assigned to it in Clause3.2.13;

(viii) "Tranche 14 Call Option" has the meaning assigned to it in Clause3.2.14; and

(ix) "Tranche 15 Call Option" has the meaning assigned to it in Clause3.2.15.

(j) the definition of "Advisor" shall be reworded to read as follows:

"Advisor" means any financial institution that renders brokerageservices that may be appointed by the Company at its sole discretionfrom time to time;

(k) the following definition of the "Deferred Payment" shall be added toClause 2.1 of the Amended Resolution:

"Deferred Payment" has the meaning assigned to it in Clause 5.3;

(l) the following definition of the "Third-Party Purchaser" shall beadded to Clause 2.1 of the Amended Resolution:

"Third-Party Purchaser" means a third-party purchaser(s) of any Sharethat is not a Significant Shareholder;

5. Clause 2.2 of the Amended Resolution shall be deleted.

6. Clause 3.1 of the Amended Resolution shall be reworded to read asfollows:

Subject to the remaining provisions of this Agreement, in exchange forthe payment of the Total Exercise Price, the Company grants to theManager an option to acquire up to 355,856 existing ordinary bearershares with a nominal value of PLN 0.33 each, constituting 0.55% (the"Manager's Percentage") of the shares in the total share capital of theCompany (collectively, the "Call Option Shares") on the terms andconditions set forth herein (the "Call Option"). For this purpose, andsubject to the remaining provisions of this Agreement, the Companyhereby makes to the Manager an irrevocable offer, within the meaning ofArticle 66 and subsequent provisions of the Civil Code, to sell the CallOption Shares to the Manager for the Total Exercise Price free from anyEncumbrances.

7. Clause 3.2 of the Amended Resolution shall be reworded to read asfollows:

Subject to Clause 8, as long as the Manager remains a member of theSupervisory Board or the Manager is a Good Leaver, the Call Option shallbe vested (i.e. the Manager will have the right to partially exercisethe Call Option with respect to such number of the Call Option Shares asprovided below) in the following manner:

3.2.1 17,793 Call Option Shares (i.e. 5.00% of the Call Option Shares towhich the Manager is entitled) will be vested, if the Tested Share Priceof the Shares equals at least PLN 40.00 (the "Tranche 1 Call Option");

3.2.2 17,793 Call Option Shares (i.e. 5.00% of the Call Option Shares towhich the Manager is entitled) will be vested, if the Tested Share Priceof the Shares equals at least PLN 47.00 (the "Tranche 2 Call Option");

3.2.3 26,689 Call Option Shares (i.e. 7.50% of the Call Option Shares towhich the Manager is entitled) will be vested, if the Tested Share Priceof the Shares equals at least PLN 55.00 (the "Tranche 3 Call Option");

3.2.4 35,586 Call Option Shares (i.e. 10% of the Call Option Shares towhich the Manager is entitled) will be vested, if the Tested Share Priceof the Shares equals at least PLN 63.00 (the "Tranche 4 Call Option");

3.2.5 80,067 Call Option Shares (i.e. 22.50% of the Call Option Sharesto which the Manager is entitled) will be vested, if the Tested SharePrice of the Shares equals at least PLN 70.00 (the "Tranche 5 CallOption");

3.2.6 7,117 Call Option Shares (i.e. 2.00% of the Call Option Shares towhich the Manager is entitled) will be vested, if the Tested Share Priceof the Shares equals at least PLN 71.00 (the "Tranche 6 Call Option");

3.2.7 7,117 Call Option Shares (i.e. 2.00% of the Call Option Shares towhich the Manager is entitled) will be vested, if the Tested Share Priceof the Shares equals at least PLN 72.00 (the "Tranche 7 Call Option");

3.2.8 7,117 Call Option Shares (i.e. 2.00% of the Call Option Shares towhich the Manager is entitled) will be vested, if the Tested Share Priceof the Shares equals at least PLN 73.00 (the "Tranche 8 Call Option");

3.2.9 7,117 Call Option Shares (i.e. 2.00% of the Call Option Shares towhich the Manager is entitled) will be vested, if the Tested Share Priceof the Shares equals at least PLN 74.00 (the "Tranche 9 Call Option");

3.2.10 24,910 Call Option Shares (i.e. 7.00% of the Call Option Sharesto which the Manager is entitled) will be vested, if the Tested SharePrice of the Shares equals at least PLN 75.00 (the "Tranche 10 CallOption");

3.2.11 24,910 Call Option Shares (i.e. 7.00% of the Call Option Sharesto which the Manager is entitled) will be vested, if the Tested SharePrice of the Shares equals at least PLN 76.00 (the "Tranche 11 CallOption");

3.2.12 24,910 Call Option Shares (i.e. 7.00% of the Call Option Sharesto which the Manager is entitled) will be vested, if the Tested SharePrice of the Shares equals at least PLN 77.00 (the "Tranche 12 CallOption");

3.2.13 24,910 Call Option Shares (i.e. 7.00% of the Call Option Sharesto which the Manager is entitled) will be vested, if the Tested SharePrice of the Shares equals at least PLN 78.00 (the "Tranche 13 CallOption");

3.2.14 24,910 Call Option Shares (i.e. 7.00% of the Call Option Sharesto which the Manager is entitled) will be vested, if the Tested SharePrice of the Shares equals at least PLN 79.00 (the "Tranche 14 CallOption"); and

3.2.15 24,910 Call Option Shares (i.e. 7.00% of the Call Option Sharesto which the Manager is entitled) will be vested, if the Tested SharePrice of the Shares equals at least PLN 80.00 (the "Tranche 15 CallOption" - collectively with Tranche 1-15 Call Options the "Call OptionTranches" and individually a "Call Option Tranche").

8. In Clause 3.3 of the Amended Resolution, the following words: "hasceased to be a member of the Supervisory Board, but" shall be deleted.

9. In Clause 3.5 of the Amended Resolution, the following words: "theResolution and" shall be deleted in two instances.

10. In Clause 3.6 of the Amended Resolution, the following words: "thisResolution" shall be replaced with the following words: "this Agreement".

11. Clause 4.1 of the Amended Resolution shall be reworded to read asfollows:

The Advisor (if one has been appointed) or the Company (if an Advisorhas not been appointed) will be responsible for calculating the TestedShare Price.

12. Clause 4.2 of the Amended Resolution shall be reworded to read asfollows:

During the entire LTIP Term, the Advisor or the Company (as applicable)will calculate the Tested Share Price on a regular basis and, ifapplicable, the Advisor shall inform the Company after the Tested SharePrice reaches any of the price levels referred to in Clause 3.2, whichwould result in the vesting of any of the Call Option Tranches, in whichcase the Advisor shall inform the Company within 1 (one) Business Dayabout such fact. The Company hereby undertakes to perform all reasonablyrequired actions in order to obtain from any Significant Shareholdersthe information about the Exit Price, in which case it will pass suchinformation to the Manager pursuant to Clause 4.3.

13. Clause 4.3 of the Amended Resolution shall be reworded to read asfollows:

Following the receipt by the Company of the information from the Advisorreferred to in Clause 4.2 or following the relevant calculation by theCompany, the Company shall inform the Manager about the fact that theTested Share Price has reached the price level as a result of which thegiven Call Option Tranche has vested (the "Tested Share Price Notice",substantially in the form of Schedule 3.3 hereto). For the avoidance ofdoubt, if the Tested Share Price reaches a level as a result of which agiven Call Option Tranche to which the Manager is entitled vests, allearlier, but not yet vested, the Call Option Tranches will also vest(for example, if the Tested Share Price of the Shares equals at leastPLN 70.00, as a result of which the Tranche 5 Call Option Shares vest,then the Tranche 1-4 Call Option Shares will also vest).

14. Clause 5.3 of the Amended Resolution shall be reworded to read asfollows:

Without prejudice to Clause 6, the Manager shall pay the Call OptionPrice to the Company within 30 (thirty) days from the delivery of theCall Option Exercise Notice to the Company, unless the general meetingof the shareholders of the Company has approved a relevant financialassistance resolution allowing for a deferred payment for the CallOption Shares by the Manager (the "Deferred Payment") in which case theManager shall pay the Call Option Price to the Company within 10 (ten)days from the sale of the Call Option Shares by the Manager. As soon aspractically possible from the date on which the Call Option Price iscredited to the bank account of the Company or - in case the DeferredPayment is applicable - as soon as possible after the receipt of theCall Option Exercise Notice, the respective Call Option Shares shall betransferred by the Broker to the securities account of the Manager. Thesettlement of the Call Option shall be conducted in accordance withClause 9.

15. In Clause 6.1 of the Amended Resolution, after the following words:"be paid by", the following words: "or on behalf of" shall be added.

16. Clause 7.2 of the Amended Resolution shall be reworded to read asfollows:

The Cash Alternative shall be calculated as the difference between theclosing price of the Shares on the trading day on the Warsaw StockExchange on which the Company received the Call Option Exercise Noticeand the Exercise Price, such difference multiplied by the Call OptionShares subject to the Call Option Exercise Notice.

17. Clause 8.2 of the Amended Resolution shall be reworded in suchmanner that:

(a) Clause 8.2.2 shall be reworded to read as follows:

the Manager shall retain his right to acquire the Call Option Shareswith respect to which the Tested Share Price has been met and that werevested prior to the Manager ceasing to be a member of the SupervisoryBoard, but with respect to which the Manager has not yet made thedecision to exercise the Call Option; and

(b) Clause 8.2.3 shall be reworded to read as follows:

the right of the Manager to receive the Call Option Shares that he hasnot yet acquired, other than those referred to in Clause 8.2.2 willexpire, and the Manager will no longer be entitled to receive suchshares from the Company, and the Manager shall not be entitled toreceive any compensation in connection with the expiry of such right orin respect of such Call Option Shares.

18. In Clause 9.1 of the Amended Resolution, after the following words:"outside of the regulated market (transakcja poza rynkiem regulowanym)",the following words: "or on the regulated market, in particular, as ablock trade (transakcja pakietowa)" shall be added.

19. In Clause 9.2 of the Amended Resolution, the following words: "theResolution and" shall be deleted.

§ 2

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

In voting on Resolution no. 18 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 37,657,710, "against" - 7,895,000,"abstain" - 39,291.

Resolution No. 19

of the Ordinary

General Shareholders Meeting

of Pfleiderer Group S.A. (the "Company")

of 11 June 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 1 June 2019 until the moment of the appointment by theCompany's Supervisory Board of a new president of the Management Board,but not longer than until 31 August 2019, referred to in this resolution.

§ 2

1. The Chairman shall be entitled to a monthly gross remuneration beingthe equivalent in Polish zlotys of the amount of 53,000 (according tothe 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:

(i) the amount of the Bonus will amount to the equivalent in Polishzlotys of the amount of EUR 636,000 ("Basic Amount") provided that theChairman satisfies in 100% the business targets determined by theSupervisory Board for the president of the Management Board of theCompany for year 2019 ("Bonus Criteria");

(ii) in case the Bonus Criteria are satisfied to the extent exceeding100%, the Bonus will be increased above the Basic Amount to the maximumamount not higher than 250% of the Basic Amount; and

(iii) in case the Bonus Criteria are satisfied to a lesser extent than100%, the Bonus will be due in the amount lesser then the Basic Amountor the Bonus 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 ben satisfied and performing by the by the Chairman of theduties of the president of the Management Board of the Company for threemonths, the Chairman will be entitled to 1/4 (one-forth) of the amountof 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 PLN 165,350 (the "AdditionalRemuneration").

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. 19 number of shares used to cast valid voteswas 39,592,001 which constitutes 61,19% of share capital.

Number of votes "in favour" - 37,657,710, "against" - 2,195,000,"abstain" - 5,739,291.

The General Meeting departed from appointment of the Ballot-CountingCommittee. No protest was raised to be entered into the minutes duringthe meeting.

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).

11.06.2019