Digitree Group S.A.

AGM Information • Jan 11, 2019

Subject: Draft resolutions for the Extraordinary General ShareholdersMeeting of Pfleiderer Group S.A., to be held on 7 February 2019

RB 02/2019

The Management Board of Pfleiderer Group S.A. (the "Company") herebypresents draft resolutions for the Company's Extraordinary GeneralShareholders Meeting, to be held on 7 February 2019.

Resolution No. 1

of the Extraordinary General Meeting of Shareholders

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 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 Shareholders of the Company (the "General Meeting")resolves, as follows:

§1

The General Meeting hereby resolves to appoint _________ to theCompany's supervisory board in place of Mr. Jason Clarke.

§2

The resolution comes into effect upon its adoption.

Resolution No. 2

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 effect upon its adoption.

Justification to the draft Resolution No. 2

of the Extraordinary General Meeting of Shareholders

of Pfleiderer Group S.A.

with its registered seat in Wrocław

dated 7 February 2019

regarding granting a consent for execution by the Company of thenon-compete agreement with chairman of the supervisory board of theCompany

(the "Resolution")

The Resolution and concluding by the Company the non-compete agreementwith Mr. Zbigniew Prokopowicz is justified by significant role of thechairman of the supervisory board in organization structure and in theactivities of the Company. Mr. Prokopowicz as the chairman of thesupervisory board, as well as the chairman of the nomination andremuneration committee and the chairman of the transformation committeehas constant access to material information regarding the operations ofthe Company and its subsidiaries.

Additionally the Resolution is justified in light of the terms of thelong-term incentive program for selected members of the supervisoryboard of the Company, including Mr. Zbigniew Prokopowicz, determined inthe resolution No. 1 of the extraordinary general meeting of theCompany, dated 18 October 2017. Pursuant to the above terms of thelong-term incentive program the participant of the program in order tobe qualified as the good leaver needs, among others, to be bound by anon-compete arrangement with the Company or any company from its capitalgroup, but relating to the Company, for a period not shorter than oneyear following the end of his appointment with the Company.

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).

11.01.2019