Digitree Group S.A.

Board/Management Information • Dec 23, 2016

MARCIN STAŃCZYK

PROFESSIONAL PROFILE

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I am a corporate finance professional with strong track record in listed and private companies financial and operational reporting, M&A process management, financial function transformation and investor presentations.

My professional experience includes working for multinational cross-border corporate entities, Polish and UK listed companies, Private Equity portfolio companies, privately held business, but also founding and running my own businesses. My responsibilities included being a CEO, CFO, Business Unit Head, Project Manager, Management Board Advisor and Supervisory Board Member.

I have held Management Board Member function at several companies, what gives me very good understanding of responsibilities of a board member and of the interdependencies between different bodies of a listed or private company.

WORK EXPERIENCE Eco and More Sp. z o.o. (Group) III 2016 - currently Warsaw and IX 2011 - VIII 2015

CFO & COO, Management Board Member

Eco and More Sp. z o.o. is a manufacturer, an importer and a distributor of non-food eco products, with portfolio of over 5k SKUs and about 300 b2b customers in Poland including major retail chains, specialised boutiques and e-commerce shops. It also owns and manages three retail e-shops.

As a co-founder, from the very beginning I have been responsible for establishment and management of the financial function of the business or provision of shareholder and bank financing. My responsibilities included also IT, legal and statutory compliance functions. I also led a few small business acquisitions and post deal integration processes.

II 2015 - II 2016 ZPC Mieszko S.A. (and subsidiaries) Warsaw-Raciborz

VII 2015 - II 2016 CFO, Management Board Member

III 2015 - VI 2016 Supervisory Board Member delegated to the Management Board II 2015 - III 2016 Independent Supervisory Board Member

ZPC Mieszko S.A. is a reputable chocolate and sugar confectionary manufacturer based in Poland, with sales over 300m PLN (after the disinvestment process), employing over 1k employees with exports to over 50 countries. At the time of my appointment the holding company was in a process of delisting from the WSE.

As a CFO I was responsible for standalone and group level accounting, tax, financial and operational controlling, statutory and management reporting, treasury and credit control as well as for compliance, legal and IT functions.

I had a leading role in non-core activities and assets disinvestment processes, including disposal of cookies business and a portfolio of properties.

Accomplished processes included:

• new Business Intelligence system implementation (SAP)

• preparation of a three year financial plan and of a detailed annual budget

• extensive benchmarking analysis and set of new KPIs for the key management

• new management reporting scope and framework
• new scope and form of reporting to the Supervisory Board and Shareholder
• new acounting policies for revenue and cost recognition and presentation
• change of auditor
• closure of the transitional year financial statements
• renegotiation of bank facilities significant savings achieved
• new leasing contract for the group car fleet significant savings achieved
• outsouring of Traditional Trade function significant savings acheived
• new credit control policies and procedures implementation
• new personnel business expenses policy and procedures implementation
• new centralised warehouse contract negotiation and implementation $\overline{a}$
• selection of new ERP system provider L.
• completely rebuilt legal function L.

As a Management Board Member I had an active role in the new overall strategy development and implementation, change management, personnel and process changes and new investment opportunities analysis.

My asignment finished after succesfully closing of the key strategic and operational transformation projects I was responsible for.

I 2015 - VII 2015 $GMZ.co$ Sp. z $o.o.$ (Group) Warsaw-Koszalin
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Interim CEO, President of the Management Board

GMZ.co Sp. z o.o. is a holding company in a group of companies running leading e-commerce retail operations. At the time of my appointment the company was in the middle of post merger integration.

I was appointed by the controlling shareholder - MCI Private Equity fund. The role included a comprehensive business review and development of a new post merger strategy for further business growth with a perspective for a mid term exit of the controlling shareholder.

Responsibilities included:

• leading and coordinating of the management board function (5 board members)
• managing minority shareholders conflicting interests
• development and comunication of the new strategy
• finalisation of the post merger integration
• implementation of the new operationg model consolidation of operations
• new multishop front end interface implementation
• preparation of the new framework for Supervisory Board monthly reporting
• management of insolvency process of one of the subsidiaries

My interim role finished upon completion of the new strategy development and finalisation of the post merger integration.

IX 2011 - VI 2014 CSWP Audit & Advisory (Group) Warsaw

Partner, Head of Business Advisory Department, Management Board Member

CSWP Audit & Advisory is an independent audit and business adviosry boutique established in 2011 by five former big4 auditors and consultants. I joined the founder partners team with an objective to develop Business Advisory function.

My Business Advisory team provided a variety of corporate finance services to over 250 clients, including public companies, Private Eugity funds, HO's of multinational corporations with operations in Poland and privately held SMEs. Scope of services included finacial modelling, budgeting, cost cutting analysis, financial and commercial due dilivence M&A reviews, business valuations, financial reporting function reorganisation, accounting advisory or post deal integration support.

XII 2003 - XI 2011 PricewaterhouseCoopers/PwC

Warsaw & London

Starting from Intern up to Group Manager

PwC is a leading global audit and business advisory firm, one of the so called "big4" companies.

Over the time of my employment at PwC, I had an opportunity to work in several teams for hundreds of clients in almost every corner of the world. My employment at PwC included 3 years at the London's office of PwC, where I took an active part in the administration of the biggest global bankruptcy process ever - the collapse of the Lehman Brothers investment bank.

My PwC experience included:

• financial audit of Wasaw, London and Nasdaq listed companies
• writing and review of IPO and SPO prospectuses
• preparation of detailed reports on Financial Reporting Procedures compliance of $\blacksquare$ companies going public at London Main Market
• implementation of IFRS at companies going public
• coordination of equity and debt raising processes (with banks, lawyers, FSAs) with listings in Warsaw, London, Luxembourg, Euronext, Nasdaq, Moscow, Hong Kong and several smaller stock exchanges in Europe.
• preparation of Financial Due Diligence reports (sell and buy side) for M&A deals
• running a cross-European financial shared service function at Lehmen Brothers in Administration
• establishment and leadership role of the Warsaw based Central European Capital Markets Group of PwC
• running several trainings and workshops on listed companies financial reporting requireents - including ones at the Warsaw Stock Exchange

My cross functional experience gained at PwC combined with an intense continued training programme (both in Poland and the UK), including accouning, financial reporting, legal, tax, project management, team management, relationship management, negotiation skills development, leadership skills development and multicultural team work management, formed a basis of my further professional career development.

QUALIFICATIONS Polish Chartered Accountant (Biegły Rewident) EDUCATION $2005 - 2008$ Warsaw School of Economics Doctorate studies in the Collegium of Management and Finance. $1999 - 2004$ Warsaw School of Economics

Master studies in Economics. Specialisation in International Business Relations.

$1999 - 2003$ Warsaw School of Economics Master studies in Economics. Specialisation in Finances and Banking.

ADDITIONAL	Languages:
INFORMATION	English – fluent in writing and speaking (Cambridge CAE certificate) French – basic (not practiced since 2003)