Digitree Group S.A.

AGM Information • May 11, 2018

Subject: Draft resolutions for the Ordinary General Shareholders Meetingof Pfleiderer Group S.A., to be held on 11 June 2018

RB 13/2018

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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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. ________________________

2. ________________________

3. ________________________

4. ________________________

5. ________________________

6. ________________________

7. ________________________

8. ________________________

§ 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.

Resolution No. 22

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.

Justification of the draft resolution of the Ordinary GeneralShareholders Meeting of Pfleiderer Group S.A. concerning granting aconsent for extension of the validity of the short-term bonds issueprogram.

Pfleiderer Group S.A. uses commercial papers programme in a form ofshort-term bonds with a total limit up to PLN 500 M The purpose of theprogramme is reducing financial costs and optimising cash flow ofentities within the Company's capital group. Pfleiderer Group S.A.issues the bonds with maturity up to 12 months. Bonds are purchased bysubsidiaries of Pfleiderer Group S.A. The average utilisation of theprogram amounted to PLN 140 M in 2017. Current frame agreement regardingcommercial papers programme remains in force until June 30th 2018. Theframe agreement was executed on July 22nd, 2003 and up to now there hasbeen 470 series of bonds' issuances.

Since the commercial programme is organised in a form of short-termbonds, the issuance of the bonds pursuant to the articles of associationof Pfleiderer Group S.A is subject to the approval of GeneralShareholders Meeting.

The Management Board recommends the extension of the validity of theshort-term bonds program by 30 June 2023.

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).

11.05.2018