PFLEIDERER GRAJEWO SA Draft resolutions for the Ordinary General Meeting

Subject: Draft resolutions for the Ordinary General Meeting of

Shareholders to be held on June 30th 2014

Current Report 20/2014

Management Board of Pfleiderer Grajewo SA hereby presents draft

resolutions for the Ordinary General Meeting of Shareholders to be held

on June 30th 2014.

Resolution No. 1

of the Annual General Shareholders Meeting

of Pfleiderer Grajewo SA

of June 30th 2014

concerning approval of the Directors' Report on the Company's activities

in the period from January 1st to December 31st 2013.

1.

The Annual General Shareholders Meeting of Pfleiderer Grajewo SA, acting

on the basis of Art. 393.1 and of Art. 395.2.1 of the Commercial

companies code, hereby resolves to approve the Directors' Report on the

Company's activities in the period from January 1st to December 31st

2013.

2.

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

Resolution No. 2

of the Annual General Shareholders Meeting

of Pfleiderer Grajewo SA

of June 30th 2014

concerning approval of the Company's financial statements for the period

from January 1st to December 31st 2013.

1.

The Annual General Shareholders Meeting of Pfleiderer Grajewo SA, acting

on the basis of Art. 393.1 and of Art. 395.2.1 of the Commercial

companies code, hereby resolves to approve the financial statements of

Pfleiderer Grajewo SA for the period from January 1st to December 31st

2013, comprising:

a) statement of financial position as at 31.12.2013, showing an amount

of PLN 1,080,579 thousand,

b) statement of comprehensive income for a period from 01.01.2013 to

31.12.2013 showing net profit amounting to PLN 86,003 thousand,

c) statement of changes in equity for a period from 01.01.2013 to

31.12.2013 showing increase in equity by an amount of PLN 86,003

thousand,

d) statement of cash flows for a period from 01.01.2013 to 31.12.2013

showing a net increase in cash amounting to PLN 3,107 thousand,

e) notes to the financial statements and other explanatory information.

2.

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

Resolution No. 3

of the Annual General Shareholders Meeting

of Pfleiderer Grajewo SA

of June 30th 2014

concerning approval of the Executive Board's consolidated report on the

Group's operations for the period from January 1st 2013 to December 31st

2013.

1.

The Annual General Shareholders Meeting of Pfleiderer Grajewo SA, acting

on the basis of Art. 393.1 and of Art. 395.2.1 of the Commercial

companies code, hereby resolves to approve the Executive Board's

consolidated report on operations of the Group in the period from

January 1st to December 31st 2013.

2.

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

Resolution No. 4

of the Annual General Shareholders Meeting

of Pfleiderer Grajewo SA

of June 30th 2014

concerning approval of the Group's consolidated financial statements for

the period from January 1st to December 31st 2013.

1.

The Annual General Shareholders Meeting of Pfleiderer Grajewo SA, acting

on the basis of Art. 393.1 and of Art. 395.2.1 of the Commercial

companies code, hereby resolves to approve the Group's consolidated

financial statements for the period from January 1st to December 31st

2013, comprising:

a) consolidated statement of financial position as at 31.12.2013,

showing an amount of PLN 1,118,793 thousand,

b) consolidated statement of comprehensive income for a period from

01.01.2013 to 31.12.2013 showing net profit amounting to PLN 167,558

thousand,

c) consolidated statement of changes in equity for a period from

01.01.2013 to 31.12.2013 showing increase in equity by an amount of PLN

67,110 thousand,

d) consolidated statement of cash flows for a period from 01.01.2013 to

31.12.2013 showing a net decrease in cash amounting to PLN 1,068

thousand,

e) notes to the consolidated financial statements and other explanatory

information.

2.

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

Resolution No. 5

of the Annual General Shareholders Meeting

of Pfleiderer Grajewo SA

of June 30th 2014

concerning distribution of net profit for the period from January 1st to

December 31st 2013.

1.

The Annual General Shareholders Meeting of Pfleiderer Grajewo SA, acting

on the basis of Art. 395.2.2 of the Commercial companies code, hereby

resolves to allocate entire net profit for the period from January 1st

to December 31st 2013 in the amount of PLN 86,003 thousand to the

Company's supplementary capital.

2.

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

Resolution No. 6

of the Annual General Shareholders Meeting

of Pfleiderer Grajewo SA

of June 30th 2014

concerning approval of the performance of duties by members of the

Company's Management Board for the period from January 1st to December

31st 2013.

1.

The Annual General Shareholders Meeting of Pfleiderer Grajewo SA, acting

on the basis of Art. 393.1 and of Art. 395.2.3 of the Commercial

companies code, hereby resolves to approve performance of duties by all

members of the Company's Management Board composed of: Wojciech

Gątkiewicz, Rafał Karcz, Dariusz Tomaszewski, Radosław Wierzbicki for

the period from January 1st to December 31st 2013.

2.

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

Resolution No. 7

of the Annual General Shareholders Meeting

of Pfleiderer Grajewo SA

of June 30th 2014

concerning approval of the performance of duties by members of the

Company's Supervisory Board for the period from January 1st to December

31st 2013.

1.

The Annual General Shareholders Meeting of Pfleiderer Grajewo SA, acting

on the basis of Art. 393.1 and of Art. 395.2.3 of the Commercial

companies code, hereby resolves to approve performance of duties by all

members of the Company's Supervisory Board composed of: Gerd

Hammerschmidt, Richard Mayer, Jochen Schapka, Dr. Hans-Kurt von Werder,

Michael Wolff, Jan Woźniak, for the period from January 1st 2013 to

December 31st 2013.

2.

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

Resolution No. 8

of the Annual General Shareholders Meeting

of Pfleiderer Grajewo SA

of June 30th 2014

on changes to the composition of the Company's Supervisory Board

Pursuant to article 385 §1 of commercial companies code and article 17

paragraph 2 of the Company's statute, the General Shareholders Meeting

resolves, as follows:

1.

The General Shareholders Meeting of Pfleiderer Grajewo SA hereby

resolves to dismiss ...................... from the Company's Supervisory Board.

2.

The General Shareholders Meeting of Pfleiderer Grajewo SA hereby

resolves to appoint ...................... to the Company's Supervisory Board.

3.

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

to the Regulation of the Polish Council of Ministers on current and

periodic information to be published by issuers of securities and

conditions for recognition as equivalent of information whose disclosure

is required under the laws of a non-member state, dated February 19th

2009 (Dz. U. No. 33, item 259).

2014-06-03

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