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Digitree Group S.A.

AGM Information Jun 11, 2018

5586_rns_2018-06-11_ecaced42-1dad-4760-ab53-8342536a639f.html

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Subject: Resolutions adopted by the Ordinary General ShareholdersMeeting of Pfleiderer Group S.A. on 11 June 2018

Current Report no. 19/2018

The Management Board of Pfleiderer Group Spółka Akcyjna, with itsregistered office in Grajewo, Poland (the "Company"), hereby presentsresolutions adopted by the Ordinary General Shareholders Meeting on 11June 2018.

Resolution No. 1

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the Management Board Report on the operations ofthe Company and the Group for the financial year January 1st to December31st, 2017

§ 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, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 2

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the Company's financial statements for the periodfrom January 1st to December 31st, 2017

§ 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, 2017,comprising of:

a) the statement of financial position as at 31 December 2017, showingan amount of PLN 2,282,384 thousand,

b) the statement of profit and loss and other comprehensive income forthe period from 1 January 2017 to 31 December 2017, showing a net profitamounting to PLN 415,542 thousand,

c) the statement of changes in equity for the period from 1 January 2017to 31 December 2017, showing an increase in equity by the amount of PLN191,920 thousand,

d) the statement of cash flows for the period from 1 January 2017 to 31December 2017, showing a net decrease in cash amounting to PLN 264thousand,

e) additional information to the annual financial statement.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 3

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the consolidated financial statements of thecapital group of the Company for the period from January 1st to December31st, 2017

§ 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,2017, comprising of:

a) the consolidated statement of financial position as at 31 December2017, showing an amount of EUR 944,483 thousand,

b) the consolidated statement of profit and loss and other comprehensiveincome for the period from 1 January 2017 to 31 December 2017, showing anet profit amounting to EUR 17,139 thousand,

c) the consolidated statement of changes in equity for the period from 1January 2017 to 31 December 2017, showing a decrease in equity by theamount of EUR 31,353 thousand,

d) the consolidated statement of cash flows for the period from 1January 2017 to 31 December 2017, showing a net decrease in cashamounting to EUR 13,881 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 4

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning distribution of net profit for the period from January 1st toDecember 31st, 2017

§ 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 the net profit for the period from January 1st toDecember 31st, 2017, amounting in total to PLN 415,542 thousand, asfollows:

a) in the amount of PLN 71,164,888.80, i.e. PLN 1.20 per share, to thepayment of dividends to the Company's shareholders,

b) the remaining amount to the Company's supplementary capital.

As of the date of this resolution the Company holds 5,396,933 treasuryshares. Pursuant to Article 364 Paragraph 2 of the Commercial CompaniesCode the Company shall not receive any dividends as the holder of theabove mentioned treasury shares.

§ 2

The date used to prepare the list of shareholders eligible to receivethe dividend referred to in § 1 letter a) (record date) is hereby setfor 17 June 2018. The dividend payment date is set for 11 July 2018.

§ 3

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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 5

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2017

§ 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.Michael Wolff as a President of the Company's Management Board for theperiod from January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 6

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2017

§ 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 as a President of the Company's Management Board forthe period from January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 7

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2017

§ 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 as a member of the Company's Management Board for theperiod from January 1st to December 31st, 2017.

§ 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 2018

concerning approval of the performance of duties by members of theCompany's Management Board for the period from January 1st to December31st, 2017

§ 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.Rafał Karcz as a member of the Company's Management Board for the periodfrom January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 9

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2017

§ 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.Wojciech Gątkiewicz as a member of the Company's Management Board forthe period from January 1st to December 31st, 2017.

§ 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 2018

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2017

§ 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 as a member of the Company's Management Board for the periodfrom January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 11

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Management Board for the period from January 1st to December31st, 2017

§ 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 as a member of the Company's Management Board for the periodfrom January 1st to December 31st, 2017.

§ 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 2018

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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 as a Chairman of the Company's Supervisory Boardfor the period from January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 13

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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 ofMichael F. Keppel as a Vice-Chairman of the Company's Supervisory Boardfor the period from January 1st to December 31st, 2017.

§ 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 2018

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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.Jason R. Clarke as a Vice-Chairman of the Company's Supervisory Boardfor the period from January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 15

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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.Tod Kersten as a member of the Company's Supervisory Board for theperiod from January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 16

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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.Stefan Wegener as a member of the Company's Supervisory Board for theperiod from January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 17

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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 as a member of the Company's Supervisory Board for theperiod from January 1st to December 31st, 2017.

§ 2

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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 18

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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 as a member of the Company's Supervisory Board forthe period from January 1st to December 31st, 2017.

§ 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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 19

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by member of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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 as a member of the Company's Supervisory Board for theperiod from January 1st to December 31st, 2017.

§ 2

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 43,610,583 which constitutes 67,4% of share capital.

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

Resolution No. 20

of the Ordinary

General Shareholders Meeting

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

of 11 June 2018

concerning approval of the performance of duties by members of theCompany's Supervisory Board for the period from January 1st to December31st, 2017

§ 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 as a member of the Company's Supervisory Board for theperiod from January 1st to December 31st, 2017.

§ 2

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

In voting on Resolution no. 20 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. 21

of the Ordinary General Shareholders Meeting

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

of 11 June 2018

concerning election of the Supervisory Board for the new term of office.

§ 1.

The Ordinary General Shareholders Meeting of Pfleiderer Group S.A.,acting pursuant to Article 385 § 1 of Commercial Companies Code andArticle 17 section 2 of Company's Articles of Association, resolves toelect to the Supervisory Board of the Company for new term of office thefollowing persons:

1. Zbigniew Prokopowicz

2. Krzysztof Jan Sędzikowski

3. Anthony O'Carroll

4. Florian Kawohl

5. Jason Clarke

6. Michael Keppel

§ 2.

Members of the Supervisory Board shall be entitled to the remunerationand reimbursement of the costs in the amounts and according to the rulesdetermined in the resolution No. 12 of Ordinary General ShareholdersMeeting of Pfleiderer Group S.A., formerly under business namePfleiderer Grajewo S.A., dated 29 June 2016 regarding the amendment ofthe resolution No. 6 of the Extraordinary General Meeting of PfleidererGrajewo S.A. dated 19 February 2016 on the determination of the rules onremuneration of the members of the Company's Supervisory Board.

§ 3.

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

In voting on Resolution no. 21 number of shares used to cast valid voteswas 43,610,583 which constitutes 67,4% of share capital.

Number of votes "in favour" - 40.898.710, "against" - 946, "abstain" -2.710.927.

Resolution No. 22

of the Ordinary General Shareholders Meeting

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

of 11 June 2018

concerning election of independent member of Supervisory Board for thenew term of office.

§ 1.

The Ordinary General Shareholders Meeting of Pfleiderer Group S.A.,acting pursuant to Article 385 § 1 of Commercial Companies Code andArticle 17 section 2 of Company's Articles of Association, resolves toelect Jan Woźniak to the Supervisory Board of the Company for new termof office

§ 2.

Member of the Supervisory Board shall be entitled to the remunerationand reimbursement of the costs in the amounts and according to the rulesdetermined in the resolution No. 12 of Ordinary General ShareholdersMeeting of Pfleiderer Group S.A., formerly under business namePfleiderer Grajewo S.A., dated 29 June 2016 regarding the amendment ofthe resolution No. 6 of the Extraordinary General Meeting of PfleidererGrajewo S.A. dated 19 February 2016 on the determination of the rules onremuneration of the members of the Company's Supervisory Board.

§ 3.

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

In voting on Resolution no. 22 number of shares used to cast valid voteswas 43,610,583 which constitutes 67,4% of share capital.

Number of votes "in favour" - 43,608,710, "against" - 946, "abstain" -927.

Resolution No. 23

of the Ordinary General Shareholders Meeting

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

of 11 June 2018

concerning granting a consent for extension of the validity of theshort-term bonds issue program.

§ 1.

The Ordinary General Shareholders Meeting of Pfleiderer Group S.A.,acting pursuant to Article 28 section 2 subsection 2 of the Company'sArticles of Association resolves to grant its consent for extension by30 June 2023 of the validity of the short-term bonds issue program usedby the Company in accordance with the resolution No. 10 of OrdinaryGeneral Shareholders Meeting of the Company dated 9 May 2003.

§ 2.

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

In voting on Resolution no. 23 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. 24

of the Ordinary General Meeting of the Shareholders

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

of 11 June 2018

on the approval of a treasury share repurchase programme and theestablishment of the capital reserve for the purposes of such programme

§ 1

Acting pursuant to Article 393(6) in conjunction with Article 362 § 1(8)in conjunction with Article 362 § 2(2) and Article 396 § 4 and 5 of theact dated 15 September 2000 - the Commercial Companies Code (the "CCC"),the Ordinary General Meeting of the Company hereby consents, andauthorises the Management Board of the Company, to repurchase ordinarybearer shares in the Company, paid up in full, (the "Shares"), subjectto the terms and conditions specified herein (the "Programme").

§ 2

The Shares under the Programme shall be repurchased on the followingterms and conditions:

1. the Company may repurchase Shares with an aggregate nominal valuerepresenting no more than 20% of the share capital of the Company,whereas this number will take into account the nominal value of theremaining Shares held by the Company or its subsidiaries which have notbeen disposed of by such entities as of the date of the adoption of thisresolution, i.e. up to 7,543,268 (in words: seven million, five hundredand forty-three thousand, two hundred and sixty-eight) Shares jointlyrepresenting no more than 11.66% of the Company's share capital. As ofthe date of this resolution, the Company holds 5,396,933 (in words: fivemillion, three hundred and ninety-six thousand, nine hundred andthirty-three) Shares jointly representing 8.34% of the Company's sharecapital;

2. the repurchase price of the Shares cannot be lower than PLN 0.33 (inwords: thirty-three) per Share and no higher than PLN 60 (in words:sixty zlotys) per Share;

3. the authorisation granted to the Management Board for the repurchaseof the Shares shall cover the period until 30 June 2019;

4. the Shares shall be repurchased by way of:

a. the submission by the Company to all the shareholders a voluntaryoffer (one or more) to repurchase the Shares, whereas in the event thatthe number of tendered Shares in response to the offer submitted by theCompany exceeds the aforementioned limit, the Company shall be requiredto apply a proportionate reduction of the shares tendered for sale bythe shareholders of the Company, or

b. transactions concluded on the regulated market;

5. the terms and conditions of the repurchase of the Shares (includingthe repurchase price of the Shares) must be approved by the SupervisoryBoard;

6. the Shares repurchased under the Programme may be: (i) redeemed; or(ii) otherwise disposed of by the Management Board of the Company with aview to the needs resulting from the Company's business, with theconsent of the Supervisory Board;

7. the acquisition of the Shares pursuant to this resolution shall bewithout prejudice to acquisitions by the Company or its subsidiaries ofother own shares in the Company pursuant to other legal provisions,including pursuant to Article 362 § 1(5) of the CCC.

§ 3

In order to fund the repurchase of the Shares under the Programme,pursuant to Article 396 § 4 and 5 in conjunction with Article 362 § 2(3) and Article 348 § 1 of the CCC, the Ordinary General Meetingresolves to establish a capital reserve for the purposes of theProgramme to be used for the payment of the price for the Sharesrepurchased by the Company under the Programme and to pay the repurchasecosts. For the purpose of establishing the capital reserve referred toin the preceding sentence:

1. the whole amount of PLN 156,049,000 (in words: one hundred fifty-sixmillion forty-nine thousand zlotys) left from the capital reserve of theCompany established under resolution No. 9 of the Ordinary GeneralMeeting of the Company dated 21 June 2017 ("Resolution No. 9") shall betransferred to the capital reserve established for the purpose of theProgramme, as a consequence the capital reserve established underResolution No. 9 shall be dissolved; and

2. the amount of PLN 164,072,300 (in words: one hundred sixty-fourmillion seventy-two thousand three hundred zlotys) shall be transferredfrom the supplementary capital of the Company (from funds originatingfrom the distributable profits) to the capital reserve established forthe purpose of the implementation of the Programme. Simultaneously, thesupplementary capital shall be reduced by the amount of the capitalreserve established.

§ 4

With the consent of the Supervisory Board, the Management Board mayterminate the Programme before the expiry of the period referred to in §2 Section 3, or before all the funds set aside for the repurchase of theShares under the Programme run out, or forego the repurchasing of theShares, in full or in part.

§ 5

The Management Board shall be authorised to take any legal and otheractions aimed at implementing the Programme and repurchasing the Sharespursuant to the provisions of this Resolution, including specifically,defining detailed rules of repurchasing the Shares to the extent notdefined herein.

§ 6

This resolution comes into force upon its adoption.

In voting on Resolution no. 24 number of shares used to cast valid voteswas 43,610,583 which constitutes 67,4% of share capital.

Number of votes "in favour" - 31,657,710, "against" - 8,951,000,"abstain" - 3,001,873.

Resolution No. 25

of the Ordinary

General Meeting of the Shareholders

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

of 11 June 2018

regarding the acquisition by the Company of treasury shares for thepurpose of their redemption and the establishment of a relevant capitalreserve

§ 1

Acting pursuant to Article 362 § 1(5) and Article 396 § 4 and 5 of theact dated 15 September 2000 - the Commercial Companies Code (the "CCC"),the Ordinary General Meeting of the Company hereby consents, andauthorises the Management Board of the Company, to repurchase ordinarybearer shares in the Company, paid up in full, (the "Shares") for thepurpose of their redemption, subject to the terms and conditionsspecified herein.

§ 2

The Shares under the Programme shall be repurchased on the followingterms and conditions:

1. The Company may repurchase no more than 4,464,369 (in words: fourmillion four hundred sixty-four thousand three hundred sixty-nine)Shares representing jointly no more than 6.9% of the Company's sharecapital;

2. The repurchase price of the Shares cannot be lower than PLN 0.33 (inwords: thirty three) per Share and no higher than PLN 60 (in words:sixty zlotys) per Share;

3. The authorisation granted to the Management Board for the repurchaseof the Shares shall cover the period until 30 June 2019;

4. The Shares shall be repurchased by way of:

a. the submission by the Company to all the shareholders a voluntaryoffer (one or more) to repurchase the Shares, whereas in the event thatthe number of tendered Shares in response to the offer submitted by theCompany exceeds the aforementioned limit, the Company shall be requiredto apply a proportionate reduction of the shares tendered for sale bythe shareholders of the Company; or

b. transactions concluded on the regulated market;

5. The terms and conditions of the repurchase of the Shares (includingthe repurchase price of the Shares) must be approved by the SupervisoryBoard;

6. The acquisition of the Shares pursuant to this resolution shall bewithout prejudice to acquisitions by the Company or its subsidiaries ofother treasury shares in the Company pursuant to other legal provisions,including pursuant to Article 362 § 1(8) of the CCC;

7. The Shares acquired in accordance with this resolution will beredeemed by reducing the share capital of the Company pursuant toArticle 359 and Article 360 §2 of the CCC and § 10 of the Company'sArticles of Association. Following the lapse of the period referred toin § 2.3 above, if the Company buys at least one Share, the ManagementBoard shall be required to include in the agenda of the next GeneralMeeting of the Company, following the lapse of the period referred to in§ 2.3 above, an item concerning the adoption of a resolution(resolutions) regarding the redemption of the Shares and the reductionof the share capital of the Company resulting from the cancellation ofthe Shares acquired pursuant to the authorisation provided in thisresolution.

§ 3

In order to fund the repurchase of the Shares, pursuant to Article 396 §4 and 5 in conjunction with Article 348 § 1 of the CCC, the OrdinaryGeneral Meeting resolves to establish a capital reserve to be used forthe payment of the price for the Shares repurchased by the Company andto pay the repurchase costs. For the purpose of establishing the capitalreserve referred to in the preceding sentence the amount of PLN189,463,700 (in words: one hundred eighty-nine million four hundredsixty-three thousand seven hundred zlotys) shall be transferred from thesupplementary capital of the Company (from the funds originating fromthe distributable profits) to the capital reserve established for thepurpose of the implementation of the Programme. Simultaneously, thesupplementary capital shall be reduced by the amount of the capitalreserve established.

§ 4

With the consent of the Supervisory Board, the Management Board mayforego the repurchase of the Shares, in full or in part before theexpiry of the period referred to in § 2 Section 3.

§ 5

The Management Board shall be authorised to take any legal and otheractions aimed at repurchasing the Shares pursuant to the provisions ofthis Resolution, including, specifically , defining the detailed rulesfor the repurchase of the Shares to the extent not defined herein.

§ 6

This resolution comes into force upon its adoption.

In voting on Resolution no. 25 number of shares used to cast valid voteswas 43,610,583 which constitutes 67,4% of share capital.

Number of votes "in favour" - 34,367,710, "against" - 6,241,000,"abstain" - 3,001,873.

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).

11.06.2018

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