KKI Law Firm Guide to Investment Transactions in Poland

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KKI LAW FIRM
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INVESTMENT TRANSACTIONS IN POLAND
March 1, 2009

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Kubicki Komosa Imielowski
Law Firm
ul. Ciasna 6
00-232 Warsaw
phone. : (+ 48 22) 536 90 70
fax : (+ 48 22) 536 90 71
e-mail: biuro@kancelariakki.pl
www.kancelariakki.pl

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KUBICKI KOMOSA IMIELOWSKI

1. General overview.

Kubicki Komosa Imiełowski Law Firm (KKI Law Firm) provides a full range of legal
services mostly to large business clients. The firm started its activity in 1996 and has been
operating as a partnership since 2002.

The scope of the firm’s services includes consulting services in all areas of Polish law, such
as: corporate law, mergers and acquisitions, civil law, telecommunication law, commercial
law, labour law, personal data protection law, real estate law, brokerage and agency law,
competition and consumer protection law, unfair competition law, copyright law and other
intellectual property rights, insurance law, associations law and criminal law.

The firm’s experience and expertise cover complex services provided mostly to large business
clients operating in Poland in various legal forms. These services cover, in particular, on-
going consulting, issuing opinions and legal information, negotiating contracts, preparing and
issuing opinions on draft contracts and internal procedures of the clients, representing clients
before common courts of law and the Supreme Court as well as representing clients before
administrative authorities in all instances and before administrative courts.

One of the biggest advantages of our law firm is our unique experience in the more
sophisticated areas of law. In particular, we provide legal support in:

Projects involving modern technologies; we have a wealth of experience which is
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unique in the telecommunication and IT sector in Poland, including involvement in the
most important telecommunication/IT projects on the Polish market over the last 10
years;
Investments and M&A transactions;
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International business transactions, including high-value transactions for the sale and
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delivery of goods;
Restructuring of companies;
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Bankruptcy and insolvency issues;
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Medical law;
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Financial and insurance services;
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Corporate law and labour law;
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A wide range of Intellectual Property issues;
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Real estate and environmental law;
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Consumer and competition (antitrust) law;
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We have made our name as one of the best law firms for sophisticated legal tasks (especially
in the sector of advanced technologies) due to our philosophy of understanding the client’s
business needs.

Our law firm employs only professionally qualified lawyers experienced in business and
members of the bar of advocates, bar of legal advisors or bar of tax advisors (professional
organizations).

Most of our lawyers are fluent in English, with some also speaking other languages.

2. Some examples of our clients.

Our clients have included:

„Orange” mobile network operator in Poland (one of three largest mobile
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operators in Poland)
Various venture capitals/private equities
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Biatel S.A. (a company operating in the IT sector)
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EQUUS S.A. (a leading Polish transportation company)
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Elektro A-Z Sp. z o.o. (a construction company)
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Certus Sp. z o.o. (an insurance broker)
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Asekuracja II Sp. z o.o. (an insurance broker)
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TUiR Compensa S.A. (an insurance company)
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Pol-Assistance Sp. z o.o. (an insurance broker)
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Gras Savoye Polska Sp. z o.o. (an insurance broker)
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Mobile TV sp. zo.o. (mobile tv provider)
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Alpol sp. z o.o. (holding company of Toora Polska S.A, alluminium car
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components producer)
Toora s.r.l (Italian producer of alluminium parts)
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Wolters Kluwer Polska Sp. z o. (a publishing house)
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Stowarzyszenie BORIS (our law firm has been providing services to this
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Association for the non-governmental sector as pro-bono services of our law
firm)
GM Travel (travel agency)
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Stowarzyszenie Centrum Wolontariatu (association and voluntary center)
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Salony Kosmetyczne Elite (exclusive cosmetics salon)
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Telekomunikacja Polska S.A. (largest telecommunication provider in Poland)
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TP Internet sp. z o.o. (internet provider)
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FIAT Leasing (a leasing company of FIAT Group)
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“Mobilking” operator (a mobile network operator in Poland)
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Coldwell Banker Polska Sp. z o.o. (real estate)
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Association of Branded Goods “Pro-Marka” (association of branded goods
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manufacturers)
S.C. Johnson Sp. z o.o. (a consumer goods producer)
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Alma Consulting Group Polska Sp. z o.o. (consulting)
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CM LIM Group – a capital group of companies running a network of private
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hospitals and clinics.
Fila Production Sp. z o.o. (entertainment industry)
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Sirtel sp. z o.o. (a construction company)
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- and many other various companies and entities.

3. Our relevant experience related to investment transactions.

Below please find for your information details of our experience in providing legal support in
investment transactions for various clients of our Law Firm. As you can see, we have a wide
range of experience in providing legal services in investment transactions, including many
due diligences.

For “ORANGE” mobile network operator (Polska Telefonia Komórkowa - Centertel
spółka z o.o) - participation in almost all the client’s key investment projects from its
foundation, including:
- the legal supervision (assistance) and conducting the negotiations for PTK Centertel to
join the international Orange Group, including due diligence of PTK Centertel in order
to adjust the client’s structure to Orange Group requirements following the signing of
the contract; the negotiations with English lawyers both on legal and business issues;
- participation in and legal supervision of the „POS strategy” project, within which our
client took over control of more than one hundred agent sales points operating within
the Orange network,
- advising in the process of the acquisition of sites,
- participation in four tender procedures involving the acquisition of frequency
allocation for the provision of telecommunication services in the NMT 450, DSC
1800, GSM/1800 and 3G systems, including the preparation and legal supervision of
the tender documentation’s preparation, drafting of the content offers, etc.,

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- participation in the investment process of acquiring real estates for the building and
expansion of the mobile telephone networks in Poland, advising in hundreds of real
estate acquisition transactions,
- participation in the „top sourcing” process – creation of the international purchasing
system of the TP Group and the France Telecom Group,
- creation of many non-standard investment agreements of high value, including
contracts with “MVNO” (Mobile Virtual Network Operator) as well as “MVNE”
(Mobile Virtual Network Enabler) operators such as: Avon Mobile, MNI, Wirtualna
Polska, Aster, CenterNET;
- participation in and supervision of hundreds of tender proceedings related to various
investments,
- conducting various legal audits „due diligence” of the client’s internal structures as
well as several of the client’s partners within various scopes.

For the client Centrum Medyczne LIM spółka z o.o. (leader on the private medical
services market in Poland):
- full legal support of the investment process involving the acquisition of 100% of the
shares in Accmed spółka z o.o., including carrying out of the due diligence
examination of Accmed spółka z o.o., as well as drafting and negotiating the shares
acquisition agreement from the beginning until the successful closure of the
transaction,
- preparation of the detailed draft terms of the planned merger of the companies from
the CM LIM Group.

For the client Biatel S.A. (a telecommunication and IT company):
- full legal support of the shares sale transactions to AIG Fund, including negotiations
on complex business issues, and additional agreements from the beginning until the
successful closure of the transaction,
- full legal support of the client’s investment process in several Polish companies,
including due diligence processes, drafting of the investment contracts and
negotiations from the beginning to their successful closure.

For the client Telekomunikacja Polska S.A.:
- participation in the “unity” project – integration of the organizational structures of the
TP Capital Group,
- participation in the start-up of the “Telepunkt” sales network, conducting negotiations
of contracts and investment conditions, such as Real, Geant, Tesco, Galeria Mokotów
and others in the whole territory of Poland,

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- legal supervision of the investment process of TP. S.A. real estate located at Twarda
Street 12/14 (currently the TP headquarters).

For the client Equus S.A. (the leading TSL company in Poland):
- participation in the investment process of sales development of the client’s services,
including the incorporation of IKE TRANS spółka z o.o. with the company Koenig
(as the other shareholder) aimed at the enhancement of their position on the Polish
market – analyses, opinions, drafting articles of association, negotiations, preparing
documentation for the Office for Competition and Consumer Protection in order to
gain consent for the company’s incorporation.

For the client Sirtel spółka z o.o. (a company constructing telecommunication
infrastructures):
- legal support of the shares acquisition process by the current company’s owner from
the Italian shareholders, including share sales contract negotiations.

For the client Tibermec spółka z o.o. ( a company producing spare components for
FIAT cars):
- participation in the investment process of restructuring and sale of elements of the
company’s property to an Italian investor – analyses, legal opinions, negotiations.

For the client Adpol spółka z o.o. ( an advertising agency):
- preparing and conducting negotiations on sale of the company’s shares to a German
investor ( the contract has not come into force due to the lack of agreement in financial
matters)

For the client Studio DN spółka z o.o. (an advertising agency):
- preparing and conducting negotiations on sale of the company’s shares to an English
investor (the contract has not come into force due to the lack of agreement in financial
matters)

For the client Clifford Chance (Warsaw Office):
- participation in the „Wiatr” („Wind”) investment project – the acquisition process of
„wind companies” from energetic sector,
- participation in the „Malta” investment project - the acquisition process of companies
from the paper sector.

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For the client Toora S.A. (a company producing tyres for FIAT cars):
- advising in the client’s restructuring plans to carry out a transaction with an external
investor, including particular legal issues regarding the possibilities of an investor’s
entry and taking over the stock,
- addressing inside trading issues (particular in the context of granting access to inside
information to potential investors prior to public releases),
- proceedings before the Polish Securities and Exchange Commission as well as
modelling different kinds of transactions, including de-listing and de-materialization
and other aspects related to the fact that the company is publicly traded. Work on these
matters was stopped due to the bankruptcy of the company.

For the client Fiat Group (a car manufacturer)
- We represented TOORA S.R.L and a leasing company of FIAT Group in relation to
asset claiming and other issues related to liquidation of the publicly traded company.

4. Some examples of other projects, non-related to investment transactions.

In addition to our experience in providing legal services in investment transactions, we have
experience in various areas of law non-related to investment transactions, including also
sophisticated legal projects.

For example, our expertise includes telecommunication sector and such ventures as
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preparation of innovative MVNO (Mobile Virtual Network Operator) projects for a
telecommunication operator (including drafting contracts, negotiating and legal
support during the implementation stage), e.g. Avon Mobile, MNI, Wirtualna Polska,
Aster, CenterNET. We were also responsible for preparing, drafting and negotiating
various high-value contracts for the delivery of IT equipment, e.g. mobile handsets
(NOKIA, SIEMENS, ALCATEL, MOTOROLA, SAGEM, etc.), SIM cards, personal
computers, BlackBerry, etc. and contracts for sophisticated telecommunication
equipment (e.g. IT platforms, hub solutions). We represented Orange in Poland (PTK
Centertel) in breakthrough regulatory cases (e.g. tenders for frequencies, setting-up
fees for mobile number portability, significant market position on “market 16” and
other markets). We advised in the process of re-branding of “IDEA” operator for
“Orange” operator. We were also involved in various projects related to TV
distribution & broadcasting as well as other forms of electronic distribution of
multimedia content (streaming, video-on-demand, premium-rate services).
Our expertise included also insurance and financial sector. For example, we advised
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“Orange” in projects: Safe Account, Safe Employment and Safe Phone (Insurance

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program offered for telecommunication subscribers in co-operation with MET LIFE
Group and ACE European Limited), project: Traveler’s Packet (insurance offered via
SMS launched in co-operation of a mobile operator with GENERALI GROUP). We
have been advising OSKAR SCHUNK (an international insurance broker) in various
insurance issues. We also, for example, advised in an innovative project of co-branded
credit cards (Orange/Mbank), m-payments and SMS-payments.
We have 10-year experience in construction laws and environmental issues. We
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assisted our Client – Orange operator in hundreds of real-estate transactions related to
acquisition of land for GSM base stations and supervising the investment process of
building its GSM/UMTS network in Poland, including legal assistance in numerous
administrative proceedings related to construction and environmental permits. We
advised different clients in issues related to ROHS (Restriction of Hazardous
Substances) and WEEE Waste (Electrical and Electronic Equipment) Directives. We
also participated (as a back office supporting Warsaw Branch of Clifford Chance
International Law Firm) in investment project „Wind” (the acquisition process of so-
called wind companies). We also advised Telekomunikacja Polska S.A. in the process
of acquisition of the real property at ul. Twarda 12/14 for its main headquarters.

We advised various clients, including such clients as operator “Orange” or S.C
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Johnson, in the variety of issues related to consumer laws and mass market offers
(B2C segment). For example, we were responsible for legal drafting of end users
contracts and general terms and conditions for different goods and services as well as
helping in preparation and updating End User’s Complaints Handling Policies. Our
Law Firm also advised our clients in issues related to unfair competition & unfair
advertisements and represented our clients before Office for Protection of Competition
and Consumers (UOKiK), General Inspector for Protection of Personal Data
(GIODO), Media Council (Rada Mediów) and the Court for Protection of Competition
and Consumers (SOKiK) in different consumer cases.
We were responsible for various intellectual property projects including representing
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our clients before collecting societies for copyrights and neighboring rights in relation
to offering of video and music by Internet and/or telecommunication network (video
on demand, streaming, SMS/MMS premium rate services, etc.) as well as television
broadcasting. We were also involved in ventures consisting in acquisition of licenses
for high-value computer software.
We have also wealth of experience in transportation law (e.g. advising EQUUS S.A,
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a leading transportation company in Poland), labor law (e.g. advising
Telekomunikacja Polska S.A. and Orange operator in various labor law issue),
corporate law (setting up of companies, M&A, daily corporate issues), international

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sale transactions (e.g. international sale transactions of various nature), bankruptcy
and restructuring ventures (e.g. advising TIBERMEC, TOORA and FIAT in
bankruptcy and restructuring issues related to theirs investments on the Polish market)
and some other areas of law.

5. Our partners.
Please find below brief profiles of the Partners of our Law Firm.

Adam Imiełowski

Partner, Attorney at Law (advocate), Member
of the Bar of Advocates in Warsaw

Education: Master of Law - 2001 - University of Warsaw, Master of Laws (LL.M) - 2002 -
University of Florida, Levin College of Law (Certificate of Academic Excellence, Phi Kappa
Phi).

Areas of special expertise: telecommunication/tv/electronic services law (including
electronic commerce, m-payments, tv and multimedia distribution, video-on- demand, etc.),
trade law (in particular International Business Transactions), international sale and investment
transactions, competition and antitrust law, consumer laws, protection of personal data
(privacy), protection of intellectual property rights, European Community Laws within the
scope of electronic communications services and consumer laws.

Professional experience: structuring, preparing and negotiating international purchase/sale
transactions, investment transactions and other contracts, in particular in the telecom and IT
sector, for example representing PTK-Centertel sp. z o.o. in negotiations regarding one of the
first MVNO (Mobile Virtual Network Operator) contracts in Poland (Avon Cosmetics);
leading cross-sector projects (e.g. insurance or banking products aimed at the
telecommunication sector, electronic payments); legal support for the development of mass
market offers, advising on corporate affairs, representing clients before competition and
consumer protection courts, UOKiK (the office for the protection of competition and
consumers), UKE (Polish Telecommunication Regulatory Office), GIODO (Polish Privacy
Protection Office).

Foreign languages: English (fluent), French (working knowledge);

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Wojciech Kubicki

Partner, Attorney at Law (legal advisor),
Member of the Bar of Legal Advisors in
Warsaw

Education: Master of Law - 1992 - University of Warsaw

Areas of special expertise: Mergers and acquisitions, civil law, in particular the law of
contracts, negotiations of domestic and international contracts, telecommunication law, legal
protection of information and personal data (privacy), competition (antitrust) and consumer
protection law, labour law and commercial law (in particular corporate law regulations);

Professional experience: Participation and supervision of negotiation processes of high
importance and value, e.g. legal supervision of the implementation of the Orange Brand in
Poland; implementation and supervision of legal standards for clients ensuring legal security
and standard improvements; provision and supervision of due diligence procedures and
processes; management of non-standard and complex legal and business projects;
representing clients in dispute proceedings before the Telecommunication and Post
Regulatory Office, representing clients before the Supreme Court, the Supreme
Administrative Court and common courts in cases relating to, among others,
telecommunication, protection of personal data (privacy), competition (antitrust) and
consumer protection, labour law and financial disputes.

Foreign languages: English (fluent)

Piotr Komosa

Partner, Attorney at Law (legal advisor),
Member of the Bar of Legal Advisors in
Warsaw

Education: Master of Law - 1992 - Catholic University of Lublin

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Areas of special expertise: Labour law, administrative law, especially proceedings related to
construction investments, banking, financial and insurance and insurance intermediary law,
foundation and association law including pro bono organizations and voluntary organizations.

Professional experience: Representing clients in numerous negotiations and court
proceedings, legal verification of contracts and giving legal opinions within the areas of
special expertise specified above, including participation in hundreds of real-estate purchases
for the purpose of building telecommunication networks, leading insurance and banking
projects, including e-insurance and cross-sector projects.

6. Advantages of co-operating with our law firm.

We have professional knowledge and extensive experience in sophisticated legal
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projects, confirmed by our co-operation with such clients as “Orange” in Poland or
CM LIM.
In our business, we focus mostly on breakthrough projects and many of our solutions
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have become the legal standards for the industry and in particular we have invented
many legal framework solutions in telecommunication/IT sector.
Our philosophy is to concentrate on achieving the business goals of the client in the
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easiest and fastest way possible. In most cases, our advice is not limited to the narrow
frames of the purely legal aspects but includes support in forming the general concept
of the planned business and support in its implementation (a complete walk-through
the transaction). When needed, we can co-operate closely with any business and
financial consultants chosen by the client itself or upon our recommendation (we co-
operate on a regular basis with business/financial consultants such as former CEOs or
top managers in telecom companies).
We offer reasonable rates (in particular comparing to some network law firms) and the
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possibility of different financial options for clients tailored to a particular client’s
needs (e.g. hourly-based fees, success and contingent fees, mixed models).
We would be most delighted to meet your representatives and present in detail our experience
and areas in which we might be of help.

Contact details: Adam Imielowski, Kubicki Komosa Imielowski, Law Firm, 00-232
Warsaw, Ciasna 6, POLAND; Phone.: (+ 48 22) 536 90 70, mobile: + 48 504 00 11 44, e-
mail: adam.imielowski@kancelariakki.pl

Yours sincerely,

Adam Imiełowski

partner

KKI Law Firm Guide to Investment Transactions in Poland

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