Kki Investments In Poland 1 03 2009

________________________________________________________________

KKI LAW FIRM

_________________________________________________________________________________

INVESTMENT TRANSACTIONS IN POLAND

March 1, 2009

__________________________________________________________________________________

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: [email protected]

www.kancelariakki.pl

KUBICKI KOMOSA IMIELOWSKI Page 2 of 11

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

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;

• International business transactions, including high-value transactions for the sale and

delivery of goods;

• Restructuring of companies;

• Bankruptcy and insolvency issues;

• Medical law;

• Financial and insurance services;

• Corporate law and labour law;

• A wide range of Intellectual Property issues;

• Real estate and environmental law;


• Consumer and competition (antitrust) law;

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

operators in Poland)

• Various venture capitals/private equities

• Biatel S.A. (a company operating in the IT sector)

• EQUUS S.A. (a leading Polish transportation company)

• Elektro A-Z Sp. z o.o. (a construction company)

• Certus Sp. z o.o. (an insurance broker)

• Asekuracja II Sp. z o.o. (an insurance broker)

• TUiR Compensa S.A. (an insurance company)

• Pol-Assistance Sp. z o.o. (an insurance broker)

• Gras Savoye Polska Sp. z o.o. (an insurance broker)

• Mobile TV sp. zo.o. (mobile tv provider)

• Alpol sp. z o.o. (holding company of Toora Polska S.A, alluminium car

components producer)

• Toora s.r.l (Italian producer of alluminium parts)

• Wolters Kluwer Polska Sp. z o. (a publishing house)

• Stowarzyszenie BORIS (our law firm has been providing services to this

Association for the non-governmental sector as pro-bono services of our law

firm)

• GM Travel (travel agency)

• Stowarzyszenie Centrum Wolontariatu (association and voluntary center)

• Salony Kosmetyczne Elite (exclusive cosmetics salon)

• Telekomunikacja Polska S.A. (largest telecommunication provider in Poland)

• TP Internet sp. z o.o. (internet provider)


• FIAT Leasing (a leasing company of FIAT Group)

• “Mobilking” operator (a mobile network operator in Poland)

• Coldwell Banker Polska Sp. z o.o. (real estate)

• Association of Branded Goods “Pro-Marka” (association of branded goods

manufacturers)

• S.C. Johnson Sp. z o.o. (a consumer goods producer)

• Alma Consulting Group Polska Sp. z o.o. (consulting)

• CM LIM Group – a capital group of companies running a network of private

hospitals and clinics.

• Fila Production Sp. z o.o. (entertainment industry)

• Sirtel sp. z o.o. (a construction company)

- 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.,


- 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,


- 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.


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

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

“Orange” in projects: Safe Account, Safe Employment and Safe Phone (Insurance


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

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

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

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,

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


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

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);

Partner, Attorney at Law (advocate), Member

of the Bar of Advocates in Warsaw


Wojciech Kubicki

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

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

Partner, Attorney at Law (legal advisor),

Member of the Bar of Legal Advisors in

Warsaw

Partner, Attorney at Law (legal advisor),

Member of the Bar of Legal Advisors in

Warsaw


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

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

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

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

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: [email protected]

Yours sincerely,

Adam Imiełowski

partner

Documents

Kki Investments In Poland 1 03 2009