SELECTED EXAMPLES OF PRACTICE

SELECTED EXAMPLES OF PRACTICE

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Legal services of a WSE Authorised Adviser for NewConnect on admission of the shares issued by the following Polish public companies: Vedia S.A., Zakupy.com S.A. (currently B2B Partner S.A.), Urlopy.pl S.A., Atlantis Energy S.A., FON Ecology S.A., Financial Intermediaries S.A. (currently Provecta IT S.A.), Mode S.A., Presto S.A., Setanta S.A., Logzact S.A., Present24 S.A., e-XIM IT S.A. and by one Bulgarian public company Intercapital Property Development ADSIC (listed also on the main market of the Sofia Stock Exchange as a home market) to the alternative trading system on the NewConnect market operated by the Warsaw Stock Exchange, as well as acting as a WSE Authorised Adviser for NewConnect for all these issuers thereafter and ensuring the compliance with the NewConnect market rules, advising in particular on information disclosure requirements.

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Supreme Court victory. Obtaining a favourable ruling on the interpretation of Article 385 § 3 of the Code of Commercial Companies. The Supreme Court ruled a precedent case with reference number I CSK 329/07 concerning a non-existence of resolutions taken by the ordinary general shareholders meeting of a public company Wydawnictwa Szkolne i Pedagogiczne S.A., which is listed on the main market of the Warsaw Stock Exchange. Our legal reasoning presented in the cassation complaint has been fully taken into account. From a business point of view, the case concerned a hostile takeover of a public company with fragmented shareholding. From the legal point of view, the relationship between the statutory quorum and the right of minority shareholders to elect the supervisory board by voting in separate groups. The case was widely commented on in the media and legal publications.

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Legal services for a precedent process of merging shares (reverse stock split) listed on the main market of the Warsaw Stock Exchange S.A. along with coming up with an inventive operational solution approved by the Polish Financial Supervision Authority, the Warsaw Stock Exchange and the National Depository for Securities. This was the very first operation of this type and on such a large scale carried out on the Polish capital market. Therefore, with our active participation, a new market standard has been set for public companies, whose shares of low nominal value are subject to significant fluctuations in the market price. This process is opposite to the division (split) of shares. The merging of existing shares (reverse stock split) results in an increase in the nominal value of new shares with a simultaneous proportional reduction in their number. This operation is completely neutral for the amount of a share capital. The precedent process of merging shares (reverse stock split) in a public company FON S.A. was carried out in such a way that 50 existing shares with a nominal value of 1 grosz per share were exchanged for 1 new share with a nominal value of 50 groszy. Our suggested solution solved the problem of a “stock shortage”, i.e. when an investment account indicates the lack of a few existing shares, which need to be summed up with some other existing shares in the investment account in order to be finally exchanged in the National Depository for Securities for 1 new share. This project was widely commented on in the media. We also advised on similar reverse stock split projects of the following public companies: Zakłady Lniarskie Orzeł S.A., Zakłady Dziewiarskie MEWA S.A., Herkules S.A., Blu Pre IPO S.A., Rubicon Partners S.A.

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Legal services on successful appeals against decisions of the Polish Financial Supervision Authority examined by the Voivodship Administrative Court in Warsaw and the Supreme Administrative Court in cases concerning the imposition of fines on public companies or managers of public companies in connection with violation of disclosure obligations. A few of these cases were widely commented on in the media. One of them led to the adoption of the current interpretation of the provision concerning significant blocks of shares by way of specifying the moment of recognition of the statutory deadline for notifying the Polish Financial Supervision Authority as being kept.

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Legal services for the public company FON S.A. listed on the main market of the Warsaw Stock Exchange in a complex precedent-setting action brought by the Association of Individual Investors for compensation of property damage for the amount of approximately PLN 4,000,000 resulting from the failure to effect the issue of class F shares of FON S.A., where the damage was equated with a decrease in the value of the stake held by 34 individual investors by the theoretical value of pre-emption rights to class F shares. The action was dismissed in its entirety. This matter was widely commented on in the media.

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Legal advice on selected aspects of the cross-border merger of FON S.A. listed on the main market of the Warsaw Stock Exchange with a Czech private company, changing by FON S.A. its legal form to a Societas Europea (SE), and then the transfer of the registered office of FON SE from Poland to Estonia.

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Legal services for 21Concordia private equity investment fund (member of the capital group 21 Partners) on investment projects of high value for the acquisition of portfolio companies including Red Rubin, Minty dot, Monevia and Apaczka and the preparation of investment agreements and notifications made to the President of the Office for the Protection of Competition and Consumers.

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Legal services for PEPEES S.A. listed on the main market of the Warsaw Stock Exchange on the sale of a 100% stake in a non-public company Browar Łomża Sp. z o.o. to Royal Unibrew A/S with its registered office in Faxe, Denmark. The value of this complex and multi-stage transaction amounted to PLN 126,000,000.

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Legal services for PKM DUDA S.A. (currently Gobarto S.A.) listed on the main market of the Warsaw Stock Exchange on the purchase of a 100% stake in the Ukrainian company Rosan-Agro OOO. Our services were provided in cooperation with other advisors, including in particular a law firm of the relevant Ukrainian jurisdiction. The value of this cross-border transaction was USD 16,000,000.

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Legal services for FON S.A. listed on the main market of the Warsaw Stock Exchange and for the other 4 public companies, i.e. ATLANTIS Energy S.A., Stark Development SA, Urlopy.pl S.A. and FON Ecology S.A. listed on the alternative trading system NewConnect in an unprecedented and complex merging process involving these 5 public companies, including the preparation of an information memorandum for the public offering of FON S.A. shares with a value of less than EUR 2,500,000.

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Legal services for public companies listed on the main market of the Warsaw Stock Exchange, i.e. FON S.A., ELKOP S.A., INVESTMENT FRIENDS CAPITAL S.A., ATLANTIS S.A., RESBUD S.A. INVESTMENT FRIENDS S.A. in an unprecedented and complex demerge process effected by separating part of the assets of these 6 companies into a new entity.

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Legal services for Foksal NFI S.A. (currently MDI Energia S.A.) listed on the main market of the Warsaw Stock Exchange on its acquisition by a non-public company Zeneris S.A. operating in the renewable energy sector in a reverse merge take over process (reverse IPO). This process was intended for „back door” listing.

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Legal services on tax structuring and the sale of a 100% stake in a non-public company operating clinical research centres across Poland for the British branch investor Synexus Ltd. Our services were provided in cooperation with a law firm from the relevant British jurisdiction. The value of this cross-border transaction amounted to EUR 2,000,000.

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Legal services on tax structuring and the sale of a majority stake in a public company Medica Pro Familia S.A. operating clinical research centres across Poland for a domestic branch investor, a member of the capital group NEUCA S.A. listed on the main market of the Warsaw Stock Exchange. The value of this transaction amounted to over PLN 7,000,000.

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Legal services for Netmedia S.A. listed on the main market of the Warsaw Stock Exchange on the acquisition of a 100% stake in TAU Agencja Turystyczna Sp. z o.o. The value of this transaction amounted to over PLN 11,000,000.

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Legal services for Netmedia S.A. listed on the main market of the Warsaw Stock Exchange on the acquisition of a 100% stake in emonety.pl Sp. zo.o. The value of this transaction amounted to over PLN 6,000,000.

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Legal services for domestic business angels on the formation from the start for a seed fund Business Angel Seedfund, as well as on-going legal services on investment projects of this seed fund with the financial support of the Polish Agency for Enterprise Development.

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Legal services for the seed fund IQ Advisors (currently Ventures Hub) on drafting of its investment agreement templates.

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Legal services on the formation from the start for fund management companies OPOKA TFI S.A. and AMATHUS TFI S.A. and closed investment funds of non-public assets managed by these fund management companies, as well as on-going legal services for their operations.

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Legal services for the fund management company IPOPEMA TFI S.A. on an investment project of this fund management company.

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Legal services for the fund management company SATURN TFI S.A. on taking over the management of two closed investment funds of non-public assets Inventum 14 and Inventum 20, as well as on-going legal services for their operations.

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Legal services for Bank Gospodarstwa Krajowego, a state development bank, in the field of an employment court case regarding a representative of senior management.

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Legal services on the implementation of a contractual security and enforcing claims amounting to over PLN 5,000,000 from several private investors commonly known for their activities on the domestic capital market.

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Legal services on the formation from the start for a Private Banking Department at BZ WBK S.A. (currently Santander Bank Polska S.A.), including the development of a framework regulation of private banking services, model contracts for the provision of private banking services and other related documents, registration of logos related to private banking in the Patent Office, as well as on-going legal services for this department.

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Legal services for the Structural Financing and Mezzanine Department and the Restructuring and Debt Collection Department of mBank S.A. (subsidiary of Commerzbank AG) on various projects related to the activities of these banking departments, including court cases.

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Legal services for majority or minority shareholders at general meetings of many public companies targeted by hostile takeovers.

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Legal services for lenders on granting high-value loans secured on all asset classes, in particular on real estate.

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Legal services for the defendant in the actio Pauliana associated with a transfer of a high value commercial real estate as a security made by a personal debtor of the plaintiff in favour of the defendant.

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Legal services on the dissolution of a limited liability company with property of great value that ended a long-standing dispute between shareholders known for their activities on the domestic capital market.

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Legal services in a civil case of a precedent nature regarding pursuing monetary claims related to the settlement of transactions paid with payment cards at payment terminals.

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Legal audit of Przedsiębiorstwo Budowy Dróg i Mostów Sp. z o.o., which was a condition precedent for the acquisition of a 100% stake in this company by Mirbud S.A. listed on the main market of the Warsaw Stock Exchange S.A. for a price of up to PLN 70,000,000.

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Legal services for eCard S.A. listed on the main market of the Warsaw Stock Exchange in litigation regarding piercing the corporate veil and seeking redress in court from former board members of a Polish air carrier in the legal form of a limited liability company being a debtor of eCard S.A. (claim based on Article 299 § 1 of the Code of Commercial Companies).

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Legal services for mBank S.A. (subsidiary of Commerzbank AG) in the restructuring process of the Call Centre Poland capital group, the most experienced domestic provider of call centre and contact centre services.

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Legal services for mBank S.A. (subsidiary of Commerzbank AG) on the cross-border restructuring process of a high value credit granted to a Russian plywood factory based in Anzhero-Sudzhensk located in Siberia in the Kemerovo region.

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Legal services for mBank S.A. (subsidiary of Commerzbank AG) on successful filing compensation claims to the export credit insurance corporation KUKE (established by the government institutions to support export activities of Polish entrepreneurs) for due compensation of three insurance damages resulting from high value export credits granted to entities from the territory of the Russian Federation.

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Legal services for the commercialization of the Cotex Office Centre building, one of the most prestigious office complexes in Płock, and drafting lease agreements templates for office and retail-service areas.

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Legal services on seeking revision from the common courts of justice to set aside an arbitration award issued by the Court of Arbitration at the Polish Chamber of Commerce on high value commercial claims.

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Legal services for representing Atlantis S.A. listed on the main market of the Warsaw Stock Exchange S.A. in administrative court proceedings regarding the refund from the State Treasury of VAT for the amount of approximately PLN 2,000,000 unduly collected by tax authorities.

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Legal services of a WSE Authorised Adviser for Catalyst on admission of the corporate bonds issued by Green House Development Sp. z o.o. to the alternative trading system on the Catalyst market operated by the Warsaw Stock Exchange, as well as acting as a WSE Authorised Adviser for Catalyst for this issuer thereafter and ensuring the compliance with the Catalyst market rules, advising in particular on information disclosure requirements.

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Legal services for drafting a part of the Bulgarian prospectus of a public company EuroHold Bulgaria AD (Bulgarian financial holding listed on the main market of the Sofia Stock Exchange as a home market) notified to the Polish Financial Supervision Authority, and on drafting an information memorandum prepared for one of the classes of EuroHold Bulgaria AD shares not covered by the notified prospectus, dematerialization of all classes of shares of this Bulgarian issuer in the National Depository for Securities and their admission in several stages for dual-listing on the main market of the Warsaw Stock Exchange. The market value of all classes of EuroHold Bulgaria AD shares admitted to stock exchange trading in Poland under this cross-border project exceeded the amount of PLN 500,000,000.

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Administration of collateral in the form of registered pledges protecting the interests of bondholders with reference to corporate bond issues made by two private companies, i.e. Green House Development Sp. z o.o. S.K.A. and Granit Color Sp. z o.o., where collateral values ranged from PLN 5,000,000 to PLN 10,000,000.

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Administration of collateral in the form of mortgages protecting the interests of bondholders with reference to corporate bond issues made by four public companies, i.e. Vistal S.A., Polnord S.A., MO-BRUK S.A. and SCO-PAK S.A., the bonds of each of the public companies were listed in the alternative trading system on the Catalyst market operated by the Warsaw Stock Exchange and where collateral values ranged from PLN 20,000,000 to PLN 40,000,000.

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Administration of collateral in the form of a registered pledge protecting the interests of bondholders with reference to a corporate bond issue made by a public company Wittchen S.A., where the collateral value amounted to PLN 36,000,000.

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Administration of collateral in the form of registered pledges and mortgages protecting the interests of bondholders with reference to corporate bond issues made by two private companies, i.e. Everest Finanse Spółka z o.o. S.K.A. and Wratislavia-Bio Sp. z o.o., the bonds of each of the private companies were listed in the alternative trading system on the Catalyst market operated by the Warsaw Stock Exchange and where collateral values ranged from PLN 30,000,000 to PLN 70,000,000.

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Administration of collateral in the form of a surety and declaration on submission to voluntary enforcement on the basis of a notarial deed with reference to the program of multiple issues of corporate bonds up to the amount of PLN 100,000,000 made by a non-public company Archicom Polska S.A.