Digitree Group S.A.

AGM Information • May 15, 2019

Subject: Draft resolutions for the Ordinary General Shareholders Meetingof Pfleiderer Group S.A., to be held on 11 June 2019

RB 18/2019

The Management Board of Pfleiderer Group S.A. (the "Company") herebypresents draft resolutions for the Company's Ordinary GeneralShareholders Meeting, to be held on 11 June 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.

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.

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.

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.

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 December 31st, 2018.

§ 2

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

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.

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 January 1st to December 31st, 2018.

§ 2

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

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.

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 31st, 2018.

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.

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.

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.

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.

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.

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.

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.

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.

Justification to the resolution's draft of the Pfleiderer Group S.A.'sOrdinary General Meeting of the Shareholders on the amendment of theResolution no. 25 of the Ordinary General Meeting of the Shareholders ofJune 11th, 2018 regarding the acquisition by the Company of treasuryshares for the purpose of their redemption and the establishment of arelevant capital reserve.

Resolution No. 25 of the Ordinary General Meeting of the Shareholders ofJune 11th, 2018 regarding the acquisition by the Company of treasuryshares for the purpose of their redemption and the establishment of arelevant capital reserve provides for the authorization of the Company'sManagement Board to purchase treasury shares by 30 June 2019.

In order to enable the Company a potential continuation of acquisitionof the treasury shares, the Management Board recommends extending theauthorization of the Company's Management Board to purchase the treasuryshares for one year, i.e. until 30 June 2020.

This report was prepared pursuant to § 19 Section 1 item 2 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).

15.05.2019