AGM Information • Feb 7, 2019
AGM Information
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Subject: Resolutions adopted by the Extraordinary General ShareholdersMeeting of Pfleiderer Group S.A. on 7 February 2019
Current Report no. 06/2019
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(the "Meeting") on 7 February 2019.
The Meeting elected Mr. Filip Leśniak as the Chairman, thereby adoptingResolution No. 1.
In voting on Resolution no. 1 number of shares used to cast valid voteswas 41,301,141 which constitutes 63.83% of share capital.
Number of votes "in favour" - 41,301,141, "against" - 0, "abstain" - 0.
The Meeting, by adopting the Resolution No. 2, approved the followingagenda:
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Confirmation that the Meeting has been duly convened and has thecapacity to adopt valid resolutions.
4. Adoption of the Meeting Agenda.
5. Appointment of the Ballot-Counting Committee.
6. Adoption of the resolution regarding the appointment of a member ofthe Company's supervisory board.
7. Adoption of the resolution regarding granting a consent for executionby the Company of the non-compete agreement with chairman of thesupervisory board of the Company.
8. Presentation of the information regarding performed purchase of thetreasury shares pursuant to Art. 363 § 1 of the Commercial CompaniesCode.
9. Closing the Meeting.
In voting on Resolution no. 2 number of shares used to cast valid voteswas 41,301,141 which constitutes 63.83% of share capital.
Number of votes "in favour" - 41,301,141, "against" - 0, "abstain" - 0.
Resolution No. 3
of the Extraordinary General Meeting
of Pfleiderer Group S.A. in Wrocław
dated 7 February 2019
on the appointment of a member of the Company's Supervisory Board
Pursuant to Article 385 §1 of the Commercial Companies Code and Article17.2 of the statute of Pfleiderer Group S.A. (the "Company"), inrelation to the resignation of Mr. Jason R. Clarke from the SupervisoryBoard of the Company, dated 17 December 2018, in effect as of the dateof the appointment by the General Meeting of the Company of a new memberof the Supervisory Board of the Company in his place, the ExtraordinaryGeneral Meeting of the Company (the "Meeting"), resolves, as follows:
§1
The Meeting hereby resolves to appoint Mr. John Brantl to the Company'sSupervisory Board in place of Mr. Jason R. Clarke.
§ 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 41,301,141 which constitutes 63.83% of share capital.
Number of votes "in favour" - 41,266,134, "against" - 34,629, "abstain"- 378.
Resolution No. 4
of the Extraordinary General Meeting
of Pfleiderer Group S.A. in Wrocław
dated 7 February 2019
on the appointment of a member of the Company's Supervisory Board
Pursuant to Article 385 §1 of the Commercial Companies Code and Article17.2 of the statute of Pfleiderer Group S.A. (the "Company"), inrelation to the resignation of Mr. Florian Kawohl from the SupervisoryBoard of the Company, dated 31 January 2019, in effect as of the date ofthe appointment by the General Meeting of the Company of a new member ofthe Supervisory Board of the Company in his place, the ExtraordinaryGeneral Meeting of the Company (the "Meeting"), resolves, as follows:
§1
The Meeting hereby resolves to appoint Mr. Julian von Martius to theCompany's Supervisory Board in place of Mr. Florian Kawohl.
§ 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 41,301,141 which constitutes 63.83% of share capital.
Number of votes "in favour" - 41,266,134, "against" - 0, "abstain" -35,007.
Resolution No. 5
of the Extraordinary General Meeting of Shareholders
of Pfleiderer Group S.A. in Wrocław
dated 7 February 2019
on granting a consent for execution by the Company of the non-competeagreement with chairman of the supervisory board of the Company.
Pursuant to Article 392 §1 of the Commercial Companies Code and Article23 of the statute of Pfleiderer Group S.A. (the "Company"), theExtraordinary General Meeting of Shareholders of the Company (the"General Meeting") resolves, as follows:
§1
The General Meeting hereby grants a consent for execution by the Companyof the non-compete agreement (the "Agreement") with Mr. ZbigniewProkopowicz, chairman of the supervisory board of the Company (the"Chairman"), provided that:
a) the Agreement will relate to a non-compete period of 12 monthsstarting from a date of termination, for whatever reason, of themembership in the supervisory board of the Company,
b) during the non-compete period defined in point a) above, the Companyshall pay to the Chairman a monthly compensation in the amount nothigher than 50% of the average monthly remuneration received by theChairman from the Company over the last twelve months before thetermination of the membership in the supervisory board.
§ 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 41,301,141 which constitutes 63.83% of share capital.
Number of votes "in favour" - 34,792,717, "against" - 2,200,000,"abstain" - 4,308,424.
The Meeting departed from appointment of the Ballot-Counting Committee.No protest was raised to be entered into the minutes during the 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).
07.02.2019
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