Subject: Resolutions adopted by the Extraordinary General ShareholdersMeeting of Pfleiderer Group S.A. on 18 October 2017

Current Report no. 51/2017

The Management Board of Pfleiderer Group Spółka Akcyjna, with itsregistered office in Wrocław, Poland (the "Company"), hereby presentsresolutions adopted by the Extraordinary General Shareholders Meeting on18 October 2017.

Resolution No. 1

of the Extraordinary General Meeting

of Pfleiderer Group S.A.

with its registered seat in Wrocław

dated 18 October 2017

regarding the determination of the terms of the long-term incentiveprogram for selected members of the supervisory board of PfleidererGroup S.A.

(the "Resolution")

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 the Company resolves to determine theterms of the long-term incentive program for selected members of thesupervisory board of the Company (the "Supervisory Board"), as follows:

1. the long-term incentive program

1.1 In recognition of the hitherto and future contribution, service andwork for the Company's development and increase of its value for theshareholders of Mr Zbigniew Prokopowicz, the chairman of the SupervisoryBoard, and Michael F. Keppel, the deputy chairman of the SupervisoryBoard (each referred to as the "Manager" and collectively as the"Managers"), the Meeting adopts these rules regarding the terms of thelong-term incentive program for the Managers (the "LTIP").

1.2 The detailed terms and conditions of the LTIP shall be determined inseparate agreements, which shall be entered into between the Company andthe respective Manager following the adoption of this resolution,substantially in the form attached to this resolution as Schedule [1.2](the "Agreement").

1.3 Adoption of this Resolution shall be without any prejudice to theremuneration granted to the members of the Supervisory Board of theCompany pursuant to the terms of resolution No. 6 of the extraordinarygeneral meeting of the Company dated 19 February 2016 on determinationof the rules of remuneration of the members of the supervisory board ofthe Company, which was changed on 29 June 2016 pursuant to resolutionNo. 12 of the ordinary general meeting of the Company and the terms ofpayment of such remuneration provided therein.

2. DEFINITIONS

2.1 In this Resolution:

"Agreement" has the meaning assigned to it in Clause 1.2;

"Bad Leaver" means a Manager whose appointment with the Company hasexpired and is not a Good Leaver or who is associated with a MaterialBreach;

"Broker" means any financial institution, which renders brokerageservices which will be appointed by the Company at its sole discretion;

"Business Day" means any day other than a Saturday or Sunday or otherpublic holiday in Poland;

"Call Option" has the meaning assigned to it in Clause 3.1;

"Call Option Exercise Notice" has the meaning assigned to it in Clause5.2;

"Call Option Period" has the meaning assigned to it in Clause 3.3;

"Call Option Price" has the meaning assigned to it in Clause 5.2;

"Call Option Shares" has the meaning assigned to it in Clause 3.1;

"Call Option Tranche" has the meaning assigned to it in Clause 3.2.6;

"Cash Alternative" has the meaning assigned to it in Clause 7.1;

"Company" means Pfleiderer Group S.A., a joint-stock company with itsregistered office in Wrocław and address at ul. Strzegomska 42AB,53-611, Wrocław, entered into the Register of Business Entities of theNational Court Register maintained by the District Court forWrocław-Fabryczna, VI Commercial Division of the National CourtRegister, under number 0000011422;

"Competitive Business" means (i) holding shares in, or being employedby, or providing services to or holding any function under any contract(including employment or consultancy contract) or based on any otherlegal title or without legal title, directly or indirectly, in anyentity which is a competitor of any entity in the Company's capitalgroup or pursuing any such activity, directly or indirectly, by theManager as a sole trader or on similar basis, (ii) any other activitywhich is determined from time to time by the Supervisory Board of theCompany, at its sole discretion, to constitute Competitive Business, or(iii) any other activities which the Manager cannot perform or undertakepursuant to the non-compete agreement concluded between the Manager andthe Company or any company from its capital group, but relating to theCompany. For the avoidance of doubt, the holding of up to 5% of theshares in companies listed on the regulated market, or any activityconducted with the consent of the Supervisory Board of the Company,which cannot be unreasonably withheld by the Supervisory Board of theCompany, shall not, of itself, constitute Competitive Business; in caseof any dispute as to whether a particular activity constitutesCompetitive Business, the Supervisory Board of the Company shall decideas to the qualification of such activities;

"Defaulting Manager" has the meaning assigned to it in Clause 10.4;

"Disposal" and to "Dispose" mean the transfer of any right, theobligation to transfer any right, including the sale, establishment ofthe right of option in the case of Call Option Shares, or establishmentof any Encumbrance over the Call Option Shares;

"Dividend Amount" means the sum of all dividends paid or declared to bepaid by the Company in the period from the date of the adoption of thisResolution to the end of each Share Price Test Period divided by all theShares;

"Exercise Price" means 30 PLN, which will be the price to be paid by theManager per each Call Option Share in order to acquire the Call OptionShares upon the exercise of the Call Option;

"Exit Event" means the, direct or indirect, transfer by the SignificantShareholders, jointly, of such a number of the Shares which would resultin decreasing their share in the overall number of votes at the generalmeeting of the shareholders of the Company below 10%, except in theevent that one Significant Shareholder sells his shares to the otherSignificant Shareholder(s);

"Exit Price" means the price received by any of the SignificantShareholders as a result of the Exit Event; in the event that the ExitEvent occurs as a result of series of transactions, the Exit Price shallbe the weighted average of all such transactions;

"Expiry for Cause" means the dismissal of the Manager as a member of theSupervisory Board due to a material breach of his duties, including as aresult of gross negligence, wilful misconduct, gross incompetence ordishonesty;

"Encumbrance" and to "Encumber" mean any mortgage, pledge, agreement orother contractual obligation resulting in the right to use the object ofthe Encumbrance, or a claim of a third party to the object of theEncumbrance which limits the Disposal or the use of any rightspertaining to the object of the Encumbrance or making the Call OptionShares reference security for a derivative transaction, establishing anylimited rights in rem or any other third party rights;

"LTIP Term" means the term of 5 (five) consecutive years from the dateof the execution of the Agreement;

"Manager" has the meaning assigned to it in Clause 1.1;

"Managers Percentage" has the meaning assigned to it in Clause 3.1;

"Material Breach" means any of the following: (i) the appointment of theManager as the member of the Supervisory Board Expires for Cause; (ii) acriminal offence, on the part of the Manager that pursuant to Art. 18 ofthe Polish Commercial Companies Code prevents such Manager fromcontinuing to perform his duties; (iii) the Manager engaging in aCompetitive Business at any time prior to a date falling one (1) yearafter his Retirement Date; (iv) the Manager directly or indirectlysoliciting or canvassing an employee or consultant of any entity withinthe Company's capital group at any time prior to the date falling one(1) year after his Retirement Date; or (v) the Manager directly orindirectly soliciting business from, canvassing or interfering with anyclient of any entity within the Company's capital group at any timeprior to a date falling one (1) year after his Retirement Date, providedsuch solicitation, canvassing or interference has a material detrimentaleffect to the business of the Company's capital group;

"Good Leaver" means a Manager, in the event that: (A) his appointmentwith the Company expires through (i) lapse of the term for which he wasappointed as a member of the Supervisory Board and he was not electedfor the next term of office for reasons other than Expiry for Cause; oroccurrence of a Material Breach; (ii) dismissal from the SupervisoryBoard for reasons other than Expiry for Cause or occurrence of aMaterial Breach; (iii) death; or (iv) disability confirmed by a doctordue to which he is unable to perform his duties as a member of theSupervisory Board; and (B) he is bound by a non-compete arrangement withthe Company or any company from its capital group, but relating to theCompany, for a period not shorter than one (1) year following the end ofhis appointment with the Company, unless the Company decided, at itssole discretion, not execute such non-compete arrangement with theManager;

"Permitted Disposal" has the meaning assigned to it in Clause 10.2;

"Retirement Date" means the date on which the Manager ceases to be amember of the Supervisory Board of the Company;

"Shares" means the shares existing in the share capital of the Companythrough the term of the Agreement and a "Share" means one such share;

"Significant Shareholders" means shareholders of the Company holding,individually or in aggregate in case of entities with respect to whichtheir shareholding is aggregated pursuant to applicable securitiesregulations, as at the date of the adoption of this Resolution, at least10% of the shares in the share capital of the Company and thecorresponding number of votes at the general meeting of the shareholdersof the Company, and their subsidiaries, affiliates, or funds, as thecase may be;

"Share Price Test Period" means a periods of 70 (seventy) consecutivetrading days at the Warsaw Stock Exchange (Giełda Papierów Wartościowychw Warszawie S.A.) through the whole LTiP Term - first period starts on 1June 2017;

"Tax" and "Taxation" mean any form of taxation, duty or charge, ofwhatever nature (including any related fine, penalty, surcharge orinterest) imposed by a Tax Authority, including but not limited toincome tax, capital gains tax, corporate tax, value added tax, stampduty and customs duty;

"Tax Authority" means any local or governmental tax authority of anykind;

"Tested Share Price" means (i) the arithmetic average of the marketprice of the Shares established on the basis of the dailyvolume-weighted average prices at the end of the Share Price Test Periodto be calculated by the Advisor according to Clause 4 increased by theDividend Amount, or (ii) the Exit Price, if available to the Company;

"Tested Share Price Calculation" has the meaning assigned to it inClause 4.4;

"Tested Share Price Notice" has the meaning assigned to it in Clause 4.3;

"Tested Share Price Rejection Notice" has the meaning assigned to it inClause 4.4;

"Total Exercise Price" means the Exercise Price multiplied by all theCall Option Shares to the acquisition of which the Manager is entitledpursuant to Clause 3.1;

"Tranche 1 Call Option" has the meaning assigned to it in Clause 3.2.1;

"Tranche 2 Call Option" has the meaning assigned to it in Clause 3.2.2;

"Tranche 3 Call Option" has the meaning assigned to it in Clause 3.2.3;

"Tranche 4 Call Option" has the meaning assigned to it in Clause 3.2.4;

"Tranche 5 Call Option" has the meaning assigned to it in Clause 3.2.5;

"Tranche 6 Call Option" has the meaning assigned to it in Clause 3.2.6;and

"Advisor" means Trigon Dom Maklerski S.A. with its registered office inKraków, at ul. Mogilska 65, 31-545 Kraków or any other financialinstitution, which renders brokerage services which will be appointed bythe Company at its sole discretion.

2.2 Each time this Resolution refers to a Manager, his rights orobligations, such reference is always made individually to a givenManager (i.e. Mr Zbigniew Prokopowicz or Mr Michael F. Keppel). For theavoidance of doubt, the Managers are individually responsible for anyactions or omissions referred to in this Resolution and neither of theseManagers will never benefit or bear any consequence of the actions oromissions of the other Manager.

3. OPTION TO ACQUIRE THE CALL OPTION SHARES

3.1 Subject to the remaining provisions of this Resolution, in exchangefor the payment of the Total Exercise Price, the Company grants to theManagers an option to acquire up to:

3.1.1 [283,067] ([two hundred eighty-three thousand, sixty-seven])existing ordinary bearer shares with a nominal value of PLN 0.33(thirty-three groszy) each, constituting 0.4375% - with respect to MrZbigniew Prokopowicz; and

3.1.2 [141,533] ([one hundred forty-one thousand, five hundredthirty-three]) existing ordinary bearer shares with a nominal value ofPLN 0.33 (thirty-three groszy) each, constituting 0.21875% - withrespect to Mr Michael F. Keppel;

(the "Managers Percentage") of the shares in the total share capital ofthe Company (collectively, the "Call Option Shares") on the terms andconditions set forth herein (the "Call Option"). For this purpose, andsubject to the remaining provisions of this Resolution, the Companyhereby makes to each of the Managers an irrevocable offer, within themeaning of Article 66 and subsequent provisions of the Civil Code, tosell the Call Option Shares to the Managers for the Total Exercise Pricefree from any Encumbrances.

3.2 Subject to Clause 8, as long as the Manager remains a member of theSupervisory Board or has ceased to be a member of the Supervisory Board,but is a Good Leaver, the Call Option shall be vested (i.e. the Managerwill have the right to partially exercise the Call Option with respectto such number of Call Option Shares as provided below) in the followingmanner:

3.2.1 [14,153] Call Option Shares - with respect to Mr ZbigniewProkopowicz and [7,077] Call Option Shares - with respect to Mr MichaelF. Keppel (in each case 5% of the Call Option Shares to which theManager is entitled) will be vested, if the Tested Share Price of theShares equals at least 40.00 PLN (the "Tranche 1 Call Option");

3.2.2 [14,153] Call Option Shares - with respect to Mr ZbigniewProkopowicz and [7,077] Call Option Shares - with respect to Mr MichaelF. Keppel (in each case 5% of the Call Option Shares to which theManager is entitled) will be vested, if the Tested Share Price of theShares equals at least 47.00 PLN (the "Tranche 2 Call Option");

3.2.3 [21,230] Call Option Shares - with respect to Mr ZbigniewProkopowicz and [10,615] Call Option Shares - with respect to Mr MichaelF. Keppel (in each case 7.5% of the Call Option Shares to which theManager is entitled) will be vested, if the Tested Share Price of theShares equals at least 55.00 PLN (the "Tranche 3 Call Option");

3.2.4 [28,307] Call Option Shares - with respect to Mr ZbigniewProkopowicz and [14,153] Call Option Shares - with respect to Mr MichaelF. Keppel (in each case 10% of the Call Option Shares to which theManager is entitled) will be vested, if the Tested Share Price of theShares equals at least 63.00 PLN (the "Tranche 4 Call Option");

3.2.5 [63,690] Call Option Shares - with respect to Mr ZbigniewProkopowicz and [31,845] Call Option Shares - with respect to Mr MichaelF. Keppel (in each case 22.5% of the Call Option Shares to which theManager is entitled) will be vested, if the Tested Share Price of theShares equals at least 70.00 PLN (the "Tranche 5 Call Option"); and

3.2.6 [141,534] Call Option Shares - with respect to Mr ZbigniewProkopowicz and [70,767] Call Option Shares - with respect to Mr MichaelF. Keppel (in each case 50% of the Call Option Shares to which theManager is entitled) will be vested, if the Tested Share Price of theShares equals at least 80.00 PLN (the "Tranche 6 Call Option" -collectively with the Tranche 1-5 Call Options the "Call OptionTranches" and individually a "Call Option Tranche").

3.3 Once a Call Option Tranche is vested according to Clause 3.2 and aslong as the Manager remains a member of the Supervisory Board or hasceased to be a member of the Supervisory Board but is a Good Leaver, theManager shall have the right to exercise each Call Option Tranche andacquire the respective number of the Call Option Shares, according tothe procedure set forth in Clause 5 within three (3) years from the datehe receives the Tested Share Price Notice (the "Call Option Period").For the avoidance of doubt, if within the period referred to in thepreceding sentence, the Manager does not exercise the respective CallOption Tranche, he will irrevocably lose the right to acquire the CallOption Shares arising out of the respective Call Option Tranche withoutthe right to any compensation.

3.4 The Call Option is not transferable, thus it may not be Disposed of,Encumbered or otherwise transferred by the Manager, except for:

3.4.1 to an entity directly or indirectly wholly owned by the Manager,provided that such entity adheres to the Agreement in accordance withthe form attached to the Agreement as Schedule [2.4.1]; or

3.4.2 inheritance.

3.5 Notwithstanding what is provided in Clause 3.4.2, in order toacquire the rights arising out of this Resolution and the Agreement, theheirs of the Manager must present to the Company an official documentconfirming the inheritance from the Manager, in particular a courtruling or other official document, and execute the representation,substantially in the form of Schedule [2.5] to the Agreement, statingthat they assume all the rights and obligations arising out of thisResolution and the Agreement.

3.6 For the avoidance of doubt, the Managers Percentage relates to thenumber of the shares in the share capital of the Company as of the dateof this Resolution and shall not increase the number of the Call OptionShares to which the Manager is entitled to in case of the increase ofthe share capital of the Company. However, in case the structure of theshare capital is changed without an increase or decrease of the sharecapital of the Company, in particular by way of a split of the Shares orchanges in the nominal value of the Shares, the number of the CallOption Shares to which the Managers shall be entitled shall berecalculated by multiplying the Managers Percentage by the new number ofShares.

4. TESTED SHARE PRICE

4.1 The Advisor will be responsible for calculating the Tested SharePrice.

4.2 During the entire LTIP Term, the Advisor will calculate the TestedShare Price on a regular basis. The Advisor shall regularly inform theCompany about the Tested Share Price: (i) on the last Business Day ofeach week during the LTIP Term; or (ii) after the Tested Share Pricereaches any of the price levels referred to in Clause 3.2, which wouldresult in vesting of any of the Call Option Tranches, in which case theAdvisor shall inform the Company within 1 (one) Business Day about suchfact. The Company shall undertake all reasonably required actions inorder to receive from any of the Significant Shareholders theinformation about the Exit Price, in which case it will pass suchinformation to the Manager pursuant to Clause 4.3.

4.3 Following the receipt by the Company of the information from theAdvisor referred to in Clause 4.2(ii), the Company shall inform theManager about the fact that the Tested Share Price has reached the pricelevel as a result of which the given Call Option Tranche has vested (the"Tested Share Price Notice", substantially in the form of Schedule [3.3]to the Agreement). For the avoidance of doubt, if the Tested Share Pricereaches a level as a result of which a given Call Option Tranche towhich the Manager is entitled vests, all earlier, but not yet vested,Call Option Tranches will also vest (for example, if the Tested SharePrice of the Shares equals at least 70.00 PLN, as a result of whichTranche 5 Call Option Shares vest, then Tranches 1-4 Call Option Shareswill also vest).

4.4 If, in the opinion of the Manager, the Tested Share Price has beensatisfied, but the Company did not deliver to the Manager the TestedShare Price Notice, the Manager shall provide the Company with a writtencalculation of the Tested Share Price confirming that the Tested SharePrice has been met (the "Tested Share Price Calculation"). Within 5(five) Business Days following the receipt of the Tested Share PriceCalculation, the Company shall either: (i) provide the Manager with theTested Share Price Notice; or (ii) inform the Manager in writing that,in the opinion of the Company, the Tested Share Price has not been metand there are no grounds to provide the Manager with the Tested SharePrice Notice; together with such written notice, the Company shallprovide the Manager with a calculation confirming that the Tested SharePrice has not been met (the "Tested Share Price Rejection Notice"). Thelack of delivery of the Tested Share Price Rejection Notice within theabove-mentioned deadline will be treated as the Company's consent to theTested Share Price Calculation and the Manager will be entitled torequest that the Broker transfer to the Manager the relevant portion ofthe Call Option Shares, following the payment by the Manager to theCompany of the Exercise Price pursuant to Clause 6.

4.5 In the event that, during the LTIP Term, the Tested Share Price forany of the respective Call Option Tranche Shares has not been met andsuch Call Option Tranche Shares were not vested, the Manager shallirrevocably lose the right to acquire such Call Option Tranche Shareswithout the right to any compensation.

5. EXERCISE OF THE CALL OPTION

5.1 Following the receipt of the Tested Share Price Notice during theCall Option Period, the Manager shall have the right to exercise therespective Call Option Tranche on any Business Day within the CallOption Period.

5.2 To execute the Call Option the Manager shall serve the Company awritten notice regarding the exercise of the respective Call OptionTranche (the "Call Option Exercise Notice"), substantially in the formof Schedule [4.2] to the Agreement, stating the total Exercise Price forall the Call Option Shares for which the Call Option will be exercisedand the number of such Shares being the product of the Exercise Priceand the number of the Call Option Shares subject to the Call OptionExercise Notice (the "Call Option Price").

5.3 Without prejudice to Clause 6, the Manager shall pay the Call OptionPrice to the Company within 30 (thirty) days from the delivery of theCall Option Exercise Notice to the Company. As soon as practicallypossible from the date on which the Call Option Price is credited to thebank account of the Company, the respective Call Option Shares shall betransferred by the Broker to the securities account of the Manager. Thesettlement of the Call Option shall be conducted in accordance withClause 9.

6. PAYMENT OF THE EXERCISE PRICE

6.1 Subject to Clause 6.2, the Exercise Price for the respective CallOption Shares shall be paid by the Manager in cash, including the cashprovided by the Company to the Manager, on an arm's length basis, by wayof a loan or otherwise, to the bank account of the Company indicated inthe Tested Share Price Notice.

6.2 The Company and the Manager may separately agree to use a differentmethod of payment of the Exercise Prices which shall require the priorconsent of the Supervisory Board.

7. CASH ALTERNATIVE

7.1 Upon the receipt of the Call Option Exercise Notice, the Company, atits sole discretion, may elect not to deliver to the Manager the CallOption Shares subject to the Call Option Exercise Notice, but instead tosatisfy its obligation arising out of this Resolution with cash (the"Cash Alternative").

7.2 The Cash Alternative shall be calculated as the difference betweenthe Exercise Price and the closing price of the Shares on the tradingday at the Warsaw Stock Exchange on which the Company received the CallOption Exercise Notice multiplied by the Call Option Shares subject tothe Call Option Exercise Notice.

7.3 In case the Company elects to settle its obligation to deliver theCall Option Shares to the Manager in the form of the Cash Alternativevoluntarily or because of the fact that the Company does not have enoughShares to transfer to the Manager, the Company will be responsible forall Taxes related thereto, and fully indemnifies the Manager for any andall tax liabilities arising in connection with paying the CashAlternative; however, only with respect to the amount which constitutesthe difference between the tax liabilities due in relation to: (i) thesettlement of the Call Option by way of delivering to the Manager theCall Option Shares; and (ii) the settlement of the Call Option by way ofthe Cash Alternative.

8. LEAVER PROVISIONS

8.1 In the event that the Manager is a Bad Leaver:

8.1.1 the Company's Supervisory Board will adopt a resolution statingthat the Manager is or has become a Bad Leaver;

8.1.2 in the case of the Call Option Shares with respect to which theTested Share Price has not been yet met - the right of the Manager toreceive any further Call Option Shares, pursuant to Clause 3 and 5 willexpire and the Manager will no longer be entitled to receive such sharesfrom the Company and will not have the right to any compensation;

8.1.3 in the case of Call Option Shares with respect to which the TestedShare Price has been met, but the Manager has not yet made the decisionto request from the Company the transfer thereof pursuant to Clause 5 -the right of the Manager to receive such Call Option Shares will expireand the Manager will no longer be entitled to receive such shares fromthe Company and will not have the right to any compensation; and

8.1.4 the Manager shall be required to repay to the Company, within 30(thirty) days from the earlier of (i) the date on which the resolutionreferred to in Clause 8.1.1 is adopted or (ii) occurrence of a MaterialBreach with respect to the Manager, in cash an amount equal to thedifference between the Tested Share Price for each respective exercisedCall Option Tranche and the Exercise Price multiplied by the number ofCall Option Shares which the Manager has acquired before the adoption ofthe resolution referred to in Clause 8.1.1 or occurrence of a MaterialBreach with respect to the Manager, less any Taxes paid or to be paid bythe Manager in relation to the acquisition of the Call Option Shares.

8.2 In the event that the Manager is a Good Leaver:

8.2.1 the Manager shall have the full rights to the Call Option Shareswhich he has acquired in exercise of any of the Call Option Tranches;

8.2.2 the Manager shall retain his right to acquire the Call OptionShares with respect to which the Tested Share Price has been met andwere vested, but the Manager has not yet made the decision to exerciseany of the Call Option Tranches; and

8.2.3 the right of the Manager to receive the Call Option Shares, otherthan those referred to in Clause 8.2.2, will expire, and the Managerwill no longer be entitled to receive such shares from the Companywithout any compensation.

8.3 In case the Manager disagrees with the fact that he has beendetermined to be a Bad Leaver by the Supervisory Board and any disputerelated therewith arises, the Company shall not be obliged to transferthe Call Option Shares to the Manager pursuant to the terms of thisResolution, until such dispute is finally settled between the Managerand the Company.

8.4 In the event that the Manager can be deemed to be a Bad Leaver byoperation of this Resolution, the Supervisory Board may, at its solediscretion, at any time adopt a resolution stating that such Manager isnevertheless a Good Leaver.

9. SETTLEMENT OF THE CALL OPTION

9.1 The settlement of the Call Option shall be carried out incooperation by the Broker and the broker appointed by the Manager at hissole discretion (collectively the "Brokers") based on the Call OptionExercise Notice by means of the transfer of the respective Shares to theManager outside of the regulated market (transakcja poza rynkiemregulowanym) on the basis of settlement instructions or in another way,if so agreed between the Brokers, the Manager and the Company.

9.2 The Company and the Manager shall take any and all reasonableactions as are necessary from time to time to facilitate the exercise ofthe Call Option and to effect the transfer of the respective Shares inaccordance with this Resolution and the Agreement, in particular,submitting an appropriate order and/or other necessary transactiondocuments to purchase such number of Shares as is indicated in therelevant Call Option Exercise Notice.

9.3 The Company with respect to the Call Option undertake to grant theBroker an irrevocable power of attorney to take any and all actions of alegal or factual nature necessary (including submitting dispositions andbrokerage orders) for the exercise of the respective Option in order toregister the respective Shares at the brokerage account of either theCompany or the Manager. The Broker will be able to grant further powersof attorney to its employees.

10. LOCK-UP

10.1 Subject to Clause 10.2, the Manager shall not be entitled toDispose of or Encumber any of the Call Option Shares until the lapse ofthe LTIP Term.

10.2 The lock-up obligation referred to in Clause 10.1 above shall notapply to the Disposal of or the Encumbrance of the Call Option Shares:

10.2.1 to the extent required to fund the Exercise Price of therespective Call Option Tranche after it vests and/or any Taxes arisingfrom the acquisition of the Call Option Shares, including theestablishment of a pledge or a similar collateral over the respectiveCall Option Shares for the purpose of providing financing in order tocover the Exercise Price;

10.2.2 to an entity directly or indirectly wholly owned by the Manager,provided that such entity adheres to the Agreement in accordance withthe form attached to the Agreement as Schedule [2.4.1];

10.2.3 made pursuant to Clause 11; or

10.2.4 as a result of the occurrence of the Exit Event (however, only,following the receipt by the Company of a relevant notice informingabout the change in the Company's shareholding made pursuant to theapplicable securities regulations);

(collectively referred to as the "Permitted Disposal")

10.3 The Manager shall inform the Company in writing within two (2)Business Days about any Permitted Disposal made in accordance withClauses 10.2.1-10.2.4. The written notice sent to the Company must, at aminimum, indicate: (i) the number of the Call Option Shares which weresubject to the Permitted Disposal; (ii) the remaining Call Option Shareswhich are directly held by the Manager; (iii) the entity to which theCall Option Shares have been Disposed of or Encumbranced; and (iv) abrief description of the Permitted Disposal.

10.4 In the event of the Manager's non-performance or improperperformance of his obligations under this Clause 10, the Company, afterpreviously delivering to the Manager a written request to properlyperform his obligations under this Clause 10 within an additional periodof five (5) Business Days, is, in its sole discretion, entitled toterminate the Agreement with respect to the Manager with immediateeffect by service of a termination notice to the Manager (the"Defaulting Manager"). In this case: (i) the Company and the Manageragree that the Defaulting Manager shall cease to have any rights setforth in this Resolution, including the right to acquire any Call OptionShares or the cash equivalent thereof, which have not been acquired bythe date of delivery of the termination notice to the DefaultingManager; and (ii) the Defaulting Manager shall be obliged to pay acontractual penalty to the Company in an amount equal to the aggregateExercise Price paid for all the Call Option Shares by the date ofdelivery of the termination notice to the Defaulting Manager inaccordance with Clause 12.1.2.

11. SALE OF THE SHARES BY THE SIGNIFICANT SHAREHOLDERS

11.1 In the event that the Manager learns that any of the SignificantShareholders has sold any of the Shares, he shall be entitled to Disposeof his Call Option Shares pro rata to the number of the Shares sold bythe respective Significant Shareholder or the average number of theShares in case more than one Significant Shareholder sells its Shares(i.e. if any of the Significant Shareholders sells 5% of the Shares heldby such shareholder, the Manager shall be entitled to Dispose up to 5%of the Call Option Shares held by a Manager).

11.2 The Company shall undertake all reasonably required actions inorder to inform the Manager about any sale of the Shares by theSignificant Shareholders.

12. TERMINATION

12.1 The rights and obligations arising out of this Resolution shallremain in effect until the lapse of the later of: (i) the last CallOption Period; or (ii) LTIP Term, unless the Agreement is terminated:

12.1.1 by the written consent of all of the parties thereto; or

12.1.2 by the Company pursuant to Clause 10.4.

13. TAXES

Subject to Clause 7.3, the Manager will be responsible for all Taxesattributable to any benefits received under this Resolution, and fullyindemnifies the Company for any and all tax liabilities arising inconnection with such payments.

14. GENERAL

Neither the Company nor the Manager may assign any of its rights orobligations hereunder without the consent of the Company or the Manager,respectively, unless otherwise provided in this Resolution.

15. EFFECTIVENESS

The resolution comes into effect upon its adoption.

In voting on Resolution no. 1 number of shares used to cast valid voteswas 50,263,760 which constitutes 77.69% of share capital.

Number of votes "in favour" - 31,657,710, "against" - 17,983,984,"abstain" - 622,066.

Resolution No. 2

of the Extraordinary General Meeting

of Pfleiderer Group S.A. in Wrocław

dated 18 October 2017

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. Tod Kersten from the SupervisoryBoard of the Company, dated 20 September 2017, 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 the Company (the "Meeting"), resolves, as follows:

§1

The Meeting hereby resolves to appoint Mr. Florian Kawohl to theCompany's Supervisory Board in place of Mr. Tod Kersten.

§2

The resolution comes into effect upon its adoption.

In voting on Resolution no. 2 number of shares used to cast valid voteswas 50,263,760 which constitutes 77.69% of share capital.

Number of votes "in favour" - 46,613,094, "against" - 3,622,066,"abstain" - 28,600.

Resolution No. 3

of the Extraordinary General Meeting

of Pfleiderer Group S.A. in Wrocław

dated 18 October 2017

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. Stefan Wegener from the SupervisoryBoard of the Company, dated 20 September 2017, 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 the Company (the "Meeting"), resolves, as follows:

§1

The Meeting hereby resolves to appoint Mr. Anthony O'Carroll to theCompany's Supervisory Board in place of Mr. Stefan Wegener.

§2

The resolution comes into effect upon its adoption.

In voting on Resolution no. 3 number of shares used to cast valid voteswas 50,263,760 which constitutes 77.69% of share capital.

Number of votes "in favour" - 46,613,094, "against" - 3,622,066,"abstain" - 28,600.

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 § 38 Section 1 Item 7 of theOrdinance of the Minister of Finance of February 19, 2009 regardingcurrent and periodical information disclosed by issuers of securitiesand conditions for recognizing as equivalent information required by thelaws of a non-member state (consolidated text: Dz. U. of 2014, Item 133).

18.10.2017