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Digitree Group S.A.

Share Issue/Capital Change Dec 29, 2016

5586_rns_2016-12-29_8c872b96-1242-47a6-928f-4e01a0a87343.html

Share Issue/Capital Change

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Subject: Registration of division of Pfleiderer Grajewo sp. z o.o.,execution of material agreement by subsidiaries and disposal of sharesin subsidiaries

Current Report no. 66/2016

The Management Board of Pfleiderer Group S.A. (the "Company"), inreference to the current report No. 36/2016 dated June 1, 2016, currentreport No. 59/2016 dated October 4, 2016 and current report No. 62/2016dated November 21, 2016, hereby informs that on December 29, 2016 theDistrict Court in Białystok, XII Commercial Division of the NationalCourt Register, registered share capital increase of Pfleiderer Polskasp. z. o.o. ("PPL") and therefore, the division through separation ofPfleiderer Grajewo sp. z o.o. ("PGPL") has been registered. The divisionof PGPL has been carried out on terms stipulated in the division plan ofPGPL, agreed and signed by PGPL and PPL on October 3, 2016.

Additionally, the Management Board of the Company hereby informs, thaton December 29, 2016 its subsidiaries - Pfleiderer Prospan S.A.("PWPL"), Pfleiderer MDF sp. z o.o. ("PMDF") and PPL executed agreementon transfer of assets from PWPL and PMDF to PPL.

The transferred assets included:

1. rights and obligations arising out of selected agreements of PWPL andPMDF, in particular sale agreements with the clients of PWPL and PMDF,provided however that transferred assets did not include receivables andliabilities, including debt, relating to services provided to or by PWPLand/or PMDF prior to December 29, 2016;

2. trademarks of PWPL;

3. a part of PWPL's workplace within the meaning of Art. 231 of theLabour Code, including selected employees and all receivables of suchemployees towards PWPL and all the liabilities of PWPL towards suchemployees; and

4. selected fixed assets of PWPL and PMDF, in particular, computer andoffice equipment.

For the transfer of ownership of assets, PPL will pay PWPL and PMDFtotal price in the amount of PLN 2,868,005.81 and PLN 637,766.59,respectively.

Subsequently, on December 29, 2016 the Company executed with PPL anagreement on making contribution in-kind to the increased share capitalof PPL. On the basis of the said agreement, the Company transferred toPPL, for the purpose of covering the increased share capital, all of theshares held in PWPL, PGPL, PMDF, Silekol sp. z o.o. and Jura Polska sp.z o.o., constituting 100% of the share capital of each company ("In-kindContribution").

The agreement was concluded in connection with the adoption on December29, 2016 of the resolution of the Extraordinary Shareholders Meeting ofPPL on the share capital increase of PPL to PLN 1,563,499,000, i.e. bythe amount of PLN 1,552,551,000 by way of issuing 3,105,102 new shareswith a nominal value of PLN 500.00 each, which were taken up by theCompany on the basis of the Company's statement of December 29, 2016 ontaking up shares in the increased share capital of PPL and which havebeen covered with In-kind Contribution. In-kind Contribution has beencontributed to PPL at fair value, established on the basis of valuationprepared by an independent expert, amounting to PLN 1,552,551,000.

Due to the division of PGPL and execution of agreement on transfer ofassets, as of December 29, 2016 PPL has taken over the sale, purchaseand administration functions of the whole capital group of the Companyin Poland (the "Group"), which as of that day will be performed by PPLfor and on behalf of the remaining Group companies, what was one of theaims of the reorganization process of the Group.

***

This report was prepared pursuant to Article 17 Section 1 of theRegulation (EU) No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC (OJ EU L 173/1 dated June 12, 2014).

2016-12-29

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