Innovative Business Law Solutions

Your Full Scope Corporate and M&A

Practice

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Our Firm

Kochański Zięba & Partners (KZP) currently consists of nearly 100 lawyers,advocates, legal counselors, tax counselors and patent attorneys co-operating through offices in Warsaw and Cracow.

We provide specialized services in nine key sectors, namely: Energy andEnvironmental Protection; Infrastructure and Construction; Real Estate;Financial Services; New Technologies; Pharmaceuticals, Healthcare andLife Sciences; Media and Entertainment; Defense and Aviation; and FMCG,Retail and Automotive. By focusing on these key sectors our clients can beassured that we not only provide standard legal services, but our deeperunderstanding, knowledge and market intelligence of the industry sectorswill ensure the absolute highest level of service, enabling us to deliver legalsolutions tailored to those sectors without comprising our ability to assist in areas that we have traditionally been known for.

Our Values

Our services are based on 5 pillars:

Innovation – KZP takes pride in being one of the most innovative law firmsglobally, setting the standard for legal services in Poland. KZP does not follow, but paves the way in providinginnovative products to its clients.

Quality – KZP regards quality as an integral part of its services. We constantly monitor our services and are always looking for ways to improveand provide the best possible level of assistance to our clients.

Relationship – KZP believes in the importance of establishing and maintaining an excellent working relationship with its clients. The better ourrelationship, the better we work together. Our client relationship managerregularly meets our clients, not to discuss law, but to understand our clients’businesses and objectives, plans for the future and problems faced.

Knowledge – The knowledge of KZP’s lawyers goes beyond legal, we makean effort to know our clients’ industry and the market, including trends, the economic and political climate and other outside influences that affectbusiness.

Pro-active – As a firm we do not sit back passively. KZP’s knowledge andunderstanding of a client’s business and industry allows its lawyers to bepro-active and anticipate problems before they arise, ensuring that we areable to advise and protect our clients effectively and efficiently, saving oncost in the long-run.

In essence, we consider ourselves more than just a law firm.

THE LAWYEREuropean Awards 2016

Legal 500 EMEA 2016, Poland:Commercial, Corporate and M&A

“Kochanski Zieba & Partners’s Rafal Rapala led the firm’s advice

to Plastipak Packaging on the acquisition of APPE Group, and routinely assists IKEA and its subsidiaries with greenfield

investments in Poland.”

”Rafal Rapala is recommended.”Global Law Experts: Poland: Commercial”Rafal Rapala is recommended.”

Our Corporate and M&A Practice

Who we are

Our Lawyers. Highly experienced, internationally recognized leaders – capable of providing tailor-made legal assistance, regardless of the scope of the projects, assisted and supported byyoung, enthusiastic top-notch lawyers, all with professional experience gained in the banking andfinance practices of international, prestigious law firms.

Leading, Corporate, M&A and Capital Markets expertise in Poland. Our Practice is among the mostrecognized groups of specialist lawyers among all law firms operating on the Polish market. Our teamensures that you will receive tailor-made legal assistance and support.

Internationally recognized expertise but local hourly rates. Our lawyers from the M&A Practice areindependently recognized leaders in mergers, acquisitions, sale, division, privatization and financingtransactions and consistently win first class rankings and awards from all the major legal and industrypublications. Their experience guarantees you that the legal service we provide is efficient, fully professional and cost effective. We apply local hourly rates.

Our track record

Our lawyers have advised on several privatizations, M&A and private equity projects and have provided legal assistance with regard to investments on the Polish market, as well as ”day-to-day”assistance on corporate and commercial issues.

In particular, we have advised clients in relation to:

• General Corporate• Mergers & Acquisitions• General Commercial• Corporate Finance and Capital Markets• Private Equity and other Investment Funds• Restructuring and Insolvency

International Practice

As a domestic law firm we hold relationships with a select group of the largest and most recognized law firms operating in foreign jurisdictions.

These relationships extend throughout the globe and leave no jurisdiction uncovered.

It is our principal that we do not work with each and every law firm. The law firms we work with arespecifically selected as the most reputable and award winning firms in their jurisdictions, which ensurethat our clients receive the same level of service (through sharing similar principles to ours) as they havecome to expect with KZP.

Moreover, these firms are ranked tier one in the sectors that they are known for – the same sectors thatwe specialize in.

Through these relationships we are able to assist our clients in developing their operations on the international market, whether by obtaining foreign finance, seeking foreign business partners or providing simple insight into foreign markets.

These deeply integrated relationships allow us to work on cross-border matters seamlessly. The better we know our partners, and the better they know us, the better we serve our clients.

Your Full Scope Corporate and M&A Practice

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General Commercial

We provide advice on all commercial law matters in a wide range of industries. Our experience has beengained by providing international corporations with on-going support ranging from day-to-day operations tocomplex one-off project transactions, particularly in the healthcare, media, automotive and logistic sectors.

Our services

• On-going advice for corporations, commercial law partnerships and companies • Advising on business start-ups and establishment of partnerships, subsidiaries and international

branches • Advising on all aspects of contractual law • Advising on company sales and acquisitions, as well as share issues and disposal• Advising on corporate restructuring, business expansion and investment • Advising on securities and/or capital market transactions, as well as capital structure development and

company finance solutions

General Corporate

Our Firm focuses on a wide range of corporate and strategic issues. We enjoy acting as a partner toclients, supporting them through each stage of the corporate lifecycle and helping them to achieve their long-term goals..

Our services

• Due diligence investigations• Advising on day-to-day corporate matters such as the operation of company governing bodies and

drafting documents, e.g., resolutions, shareholder agreements and cooperation agreements • Advising on international expansion via subsidiaries, branches, strategic alliances, and joint ventures or

distribution networks • Structuring stock options • Advising on corporate restructurings with a view to optimizing taxes or employment costs • Squeeze-out of minority shareholders• Resolving shareholder disputes, through litigation and arbitration • Implementing modern corporate governance structures in private and listed companies • Assisting with tax structuring and optimization plans for the exit of a company’s founders or initial

shareholders

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Mergers & Acquisitions

Our Firm has long been recognized as a high-quality firm advising on local and cross-border M&A matters. Our work spans all types of corporate transactions, acting for buyers, sellers and targets, or theirrespective boards and investors.

Whatever the particular demands of the transaction, we act as a ”one-stop-shop”, handling all relevant transaction aspects by drawing on expertise from our other practice teams. This covers a wide range of areas,such as tax, employment, regulatory, acquisition finance and competition law.

Our services

• Share deals• Asset deals• Mergers, spin-offs and transformations of companies, including regulated market companies• Restructuring of companies and groups of companies• Exit structuring• Drafting and negotiating shareholders agreements and joint-ventures agreements. • Legal and tax structuring of transactions• Legal due diligence investigations of the companies to be acquired or sold• Drafting transaction documents (i.a. letters of intent, term sheets, preliminary/final share purchase

agreements, disclosure schedules, escrow agreements, shareholders’ agreements, joint venture agreements)

• Negotiations• Representing clients in procedures before the Office for Competition and Consumer Protection in matters

concerning notifications of a proposed concentration• Representing clients before banks, business partners and authorities to obtain the required approvals

for the transaction• Representing clients before regulatory authorities• Post-closing assistance, in particular amending the company’s corporate documents, making changes

in the governing bodies and making the relevant notifications to courts/authorities• Drafting and negotiating shareholders agreements and joint-venture agreements.

Corporate Finance & Capital Markets

Our Corporate Finance and Capital Markets Practice Group covers the full range of domestic and international business transactions, including related corporate restructurings and financings. We are alsoactive in implementing joint-ventures and strategic alliances in a broad range of industries. Our clients includeprivately-held and public companies, multinational corporations, banks and other financial institutions, investment, hedge and venture capital funds, start-ups, private investors and entrepreneurs in a wide varietyof businesses.

We participate in drafting and implementing a range of restructuring concepts, representation in various investment negotiations, joint-venture projects, as well as in various corporate finance projects.

Our services

• Due diligence investigations• Drafting and negotiating various types of investments • Closing and post-closing assistance • Raising financing on debt and equity markets, including through mezzanine financing, venture capital and

private equity, bond programs and hybrid instruments, and public listings on multiple exchanges• IPO’s• Public and private offerings of securities

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Your Full Scope Corporate and M&A Practice

Reorganization, Restructuring & Insolvency

Our Reorganization, Restructuring & Insolvency Practice Group offers a full range of legal services inthe areas of restructuring, out-of-court settlements with creditors, insolvency proceedings, distressed assetstransactions and insolvency-related disputes. Through many years of combined experience, the team hasaccumulated a wide knowledge base which enables us to provide clients with timely, focused, and tailoredadvice – critically important in times of economic slowdown and market turmoil.

Our services

• Managing difficult stages of a company’s lifecycle • Restructuring and liquidation of companies • Advice for board members of companies threatened with insolvency • Advising on restructuring liabilities through court and out-of-court compositions between debtors and

creditors • Advising on court bankruptcy proceedings • Advising on sales and acquisitions of receivables and assets of insolvent or bankrupted companies

Private Equity

Our Private Equity Practice Group pools together the resources and expertise of our lawyers working in the fields of corporate finance (advising either equity investors, management teams, targets or financialadvisers), and banking (advising senior and mezzanine debt arrangers).

Our services

• Identifying investment risks and preparing the regulatory framework• Structuring the transaction and planning the exit• Advising on different financing opportunities, including corporate finance• Advising on and after IPOs where required

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Our Experience

selected transactions

Aerium Properties – Legal assistance to one of the largestinvestment funds in the world, regarding the purchase andreturn lease (sale and lease back) of property worth over EUR1.5 billion, including the acquisition of real estate and otherassets, conducting due diligence, negotiating and draftingcontracts consisting of investments in different Central andEastern European countries of corporate advising, negotiatingand preparing lease back agreements and support for projectfunding. Legal assistance in transactions closure. Legal adviceand representation in a-post transaction litigation.

AlgiSys LLC – Legal assistance to the owners of the Americanbiotechnology company in the acquisition of the productionpart of one of the largest state-owned pharmaceutical companies in Poland.

Antenna Software – Legal assistance on the acquisition ofVolantis System, a developer of mobile applications, includingdue diligence, preparation, negotiation and closing of thetransaction, as well as advice regarding the overall legal strategy of the company.

Burger King – Legal assistance in establishing Burger Kingchain in Poland and ongoing assistance concerning corporate,real estate, labor and tax matters.

Carlsberg – Comprehensive legal advice within the scope of anumber of investment projects, including, inter alia: projects inrelation to purchasing breweries, which included, inter alia, duediligence and drafting transaction documents, projects in relation to the sale of the post production property, includinglarge plants located in urban centers, assistance with thelaunch of the European accounting center for the entireCarlsberg group, restructuring of the corporate group and itsdivision through a transfer of production activity to the newcompany.

Deepwater Container Terminal Gdańsk (GlobalInfrastructure Fund II) – Ongoing advice to the managementboard of the Gdańsk seaport terminal on corporate and commercial matters.

Devey Group – Representation of the Irish investor in theprocess of renegotiating the purchase and sale of a golf courseand a leisure resort.

Edbud – Legal assistance to one of the largest Polish construction companies on debt restructuring, drafting and negotiating variants for capital injection, bankruptcy proceedings and on protection of the majority shareholdersand the management board.

FCA Group (Fiat) – Comprehensive, ongoing legal assistanceto Polish entrepreneurs who are part of the international FiatGroup within the scope of the construction, restructuring and service of the distribution network, as well as advice onsecuring a loan amounting to billions of EUR taken by the parent company, including advice on the loan guaranteeissued by Fiat Poland and advice on the issuance of convertible bonds into Fiat Poland shares.

Fisher Dynamics – Representation of the American manufacturer of automotive components in the opening of factories in Poland and drafting joint-venture agreements withthe Volkswagen Group.

GGE Group / ELGAS – Legal assistance in the process of privatization of several power plants in Poland. 

Grandvision – Legal assistance in conducting due diligenceprojects, preparing and negotiating transaction documents fora store chain and optical showrooms under the companyname Vision Express.

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Your Full Scope Corporate and M&A Practice

Griffin Real Estate – Legal assistance to the European investment fund operating in the residential, commercial and industrial real estate markets in connection with assetsacquisition, sale, leasing, financing and refinancing. Legalassistance in privatization projects and several other transac-tions.

HCL America – Advising HCL America, Inc. and its subsidiaryHCL Sweden AB (ultimately controlled by HCL TechnologiesLtd) in an international transaction concerning acquisition of Volvo Information Technology AB’s IT-business. The acquisition involved all assets and rights as well as certain liabilities and obligations belonging to Volvo’s IT-business. Thetransaction included 9 jurisdictions and was performed as a transfer of organized parts of Volvo’s enterprise. KZP wasresponsible for the transaction in Poland. KZP was engaged in the due diligence work and advice in relation to the localagreement transferring assets, employees and liabilities comprising the organized part of Volvo’s enterprise in Polandto HCL.

IKEA – Legal assistance to the IKEA group and Ikea IndustryPoland related to greenfield investments in Poland, includingthe largest project conducted by the IKEA group in Poland –construction of a production plant in Orla, and development of a production plant in Lubawa. Legal advice related to themerger of two production companies, i.e. Swedspan Polandand Swedwood Poland into the Ikea Industry Group. 

Julius Baer Asset Management (Artio Global) – Legal assistance to a U.S. investment fund within the scope of acquisition of shares on a controlled market and assistance increating the fund’s structure in Poland.

Jyske Bank – Legal assistance on corporate, commercial,banking and real estate issues in connection with assets acquisition, sale, leasing, financing and refinancing.

Liljedahl Group – Legal assistance to the Swedish group operating in the heavy industry sector in the acquisitions ofPolish steel companies, including Drumet and EKS Slaska.

Lohmann & Rauscher – Legal assistance to the Austrian manufacturer of medical equipment in several M&A projects, mainly acquisitions of Polish family businesses operating in themedical equipment sector.

Menard Doswell – Legal assistance to the real estate fund insetting up, financing and refinancing logistics centers inPoland.

Motorola – Legal assistance on corporate and commercialmatters. Representation in the largest value criteria public proceedings organized by MSWiA (Polish Ministry of InternalAffairs and Administration) on designing, construction andimplementation of a countrywide digital system for radio communication (TETRA).

Murapol – Legal assistance to a Polish developer on the acquisition and sale of residential properties in Poland. Legal assistance in several buy and sell projects of the Polishportfolio. Legal assistance in an IPO project.

Nasza Klasa – Legal assistance to the founders of the Polishsocial media internet portal in several transactions concerningthe sale of shares and ownership changes of the company.

NewCold – Legal assistance to the global service provider forcold chain logistics relating to setting up a distribution centerof frozen food in the Lodz Special Economic Zone.

Office Depot – Legal assistance to the global retail network ofstationery equipment in several M&A transactions, includingtakeovers of distribution companies active on the Polish market, setting up new stores, financing and refinancing of thePolish restructuring operations of the capital group.

Penta Investment – Legal assistance to investment funds invarious M&A and investment projects, including inter alia a telecommunication greenfield project to set up MVNO operations in Poland (under the name MobilKing), various projects in the energy sector and others.

Plastipak Packaging – Legal assistance in connection with a cross boarder acquisition of APPE Group concerning plasticpackaging manufacturing and warehousing facilities located in major European countries (including Poland). Our workincluded particularly conducting a corporate, tax and environ-mental due diligence, advising on the decision-makingprocess regarding the acquisition, preparing transaction documents.

Polygon Fund – Representation of an American hedge fund inconnection with a corporate conflict between the shareholdersof the merging corporate structures of the largest Europeanbanks, including Unicredit, Bank Austria and HypoVerainsBank.Conducting the Polish part in relation to merger of the two leaders on the Polish banking market, i.e., Pekao SA and BPHSA. Representation in litigation within this area and dealing withmultithreaded settlement negotiations.

Publipost/La Poste France – Legal assistance provided to a company of the La Poste France group, in respect to the acquisition of companies operating in the courier shipmentsindustry in Poland. Comprehensive assistance to the extent of conducting a due diligence analysis of the selected companies, preparation and negotiation of relevant agreements, including the acquisition of shares, stock, organized parts of an enterprise, establishment of collaterals,joint-venture agreements and other similar activities.

Reckitt Benckiser – Legal assistance related to transactionprojects, including: renegotiating privatization agreementsbetween Joh A. Benckiser and the Treasury for the purchase of the plant in Nowy Dwór Mazowiecki, capital group

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Nasze doświadczenieWybrane transakcje, przy których doradzali prawnicy KZP

restructuring, the acquisition of Boots Healthcare, investmentsin new production facilities, separating of the production partand transfer to the new company, compulsory acquisition ofminority shareholders.

Redefine Properties Limited – Advising Redefine PropertiesLimited on the acquisition of a 75 % stake in Echo PrimeProperties BV from Echo Investment S.A. The aim of the transaction was to enable the buyer to take control of a portfolio of 18 commercial properties located in 11 citiesacross Poland, including offices and retail shopping centers.The value of the transaction exceeded 1.1 bln EUR.

Ringier Axel Springer – Legal assistance in investment projects within the media industry, including in particular: tied transaction comprising the sale and purchase of a package ofa dozen newspapers, projects of acquisition of newspapersand selected websites, a project related to the launch of theDziennik and dziennik.pl website. Representation during negotiations and conclusion of contracts. Legal assistance ina merger transaction between two sales and advertisingoffices belonging to Ringier Axel Springer Polska, the largestmedia group in Europe and Onet Group, the largest internetgroup in Poland, creating a new entity under the name ofMedia Impact Polska, the largest integrated sales company inPoland in the media sector.

Salamanca – Daily legal assistance concerning the businessactivity of the investment fund focused mainly on the realestate market in Central and Eastern Europe, including the duediligence process of potential investment targets, i.e., realestate and companies, negotiating and drafting sales agreements and other investment contracts. Legal assistancein corporate, commercial, tax and investment matters.

Samsung Electronics – Legal assistance to the holding in all matters including corporate law, antimonopoly and competition law, public procurement, contractual law, administrative law and compliance. Legal support concerningnew investments.

Schooner Capital, Vincent J. Ryan, Atlantic InvestmentPartners – Representation of the American fund in an international arbitration project of the American investoragainst the Republic of Poland for a lost investment based onthe Bilateral Investment Treaty between the USA and Poland.The claim is linked with the largest bankruptcy in Polish history resulting from Poland's inability to grant foreigninvestors appropriate protection and fair and equitable treatment. The investor, despite various actions undertaken,went bankrupt and was expropriated. As a result, the investordecided to raise an arbitration claim against Poland for compensation for the lost investment. The dispute is beingdealt with by the arbitration tribunal formed at the InternationalCentre for Settlement of Investment Disputes in WashingtonDC, USA. The case is closely linked with corporate and bankruptcy practice. Proceedings have been concludedbefore the Paris Arbitration Tribunal.

SEKAB Biofuels and Chemicals – Legal assistance to theSwedish investor regarding the Polish bio-fuel manufacturer,Bioagra S.A. Legal assistance regarding  the sale and purchase of shares, setting up the shareholder structure,financing and refinancing and collateralizing daily operationsof the Polish business.

Siódemka S.A. (DPD) – Legal assistance on debt and corporate restructuring of a leading courier enterprise inPoland, linked with its merger with the majority shareholderand re-financing and collateralizing of existing debt. Legalassistance in connection with drafting and negotiating variousrestructuring arrangements. Representation before the Officeof Competition and Consumer Protection (UOKIK) and protection of the management board during merger controlproceedings in the process of acquisition of Siódemka S.A. byDPD.

Techmex – Advising on the transactions with the MilitaryProperty Agency participation regarding the increase of share capital in a subsidiary company (public private partnership)and debt restructuring this company to Techmex.

Tata Global Beverages (previously Tetley) – On-goingadvice to a British company on corporate and commercialmatters, as well as on the acquisition transactions of Polishcompanies and financing projects.

Westport Capital – Legal assistance to the US investmentfund in the start-up of a business dealing with trading and distribution of frozen food. Our assistance covers inter alia:Polish companies set ups, purchase of several hectares ofland in a special economic zone for the purposes of a centralwarehouse construction, acquisition of several local distributors, financing of the investment and other legal advicein daily matters.

Your Full Scope Corporate and M&A Practice

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Legal Counselor, Partner, Head of Corporate Practice. Rafał specializes in corporate law,commercial law and securities. He has advised clients in numerous cases involving M&A, multi-party financial and asset restructuring. 

He has been involved in cases related to bank share purchase and bank merger transactions.He has also participated in proceedings before the Polish Financial Supervision Authorityregarding the purchase of shares of an investment fund company. He has taken part in thepreparation of investment agreements. He prepares legal opinions and documents regardingthe derivatives market in Poland. He advises the largest Polish and foreign banks in the scopeof banking law. He has extensive experience in day-to-day corporate legal advice to companies and their governing bodies, shareholders and stockholders. He advises on establishing companies, mergers, reorganizations and the liquidation process. He has a greatdeal of experience in drawing up due diligence reports.

His clients include, among others, companies from the real estate, FMCG, media, chemical,and automotive sectors, as well as banks and financial institutions.

Languages: Polish, English.Bars and Courts: Member of Warsaw Bar Association.Education: Master of Law, UMCS University in Lublin.Recommendations: Rafał Rapala is a recommended lawyer in Commercial sector by GlobalLaw Experts. He is regularly recommended as leading expert in Mergers & Acquisitions byLegal 500 EMEA.

Rafał Rapala

Legal Counselor, Partner, Head of M&A Practice. Paweł specializes in corporate, commercial and civil law. He also has expertise in competition law. Paweł advises clients onM&A transactions, including share and asset deals, at every stage of the transaction, includingstructuring, due diligence, negotiation of all documents, and supervising the work of legal teams located in various jurisdictions. He also advises on restructuring of businessoperations (including particularly mergers, spin-offs and transformations, debt restructuring),as well as investments in real estate of an industrial, commercial and residential type.

On a daily basis he advises clients from the TSL, FMCG, food and beverage, real estate, mediaand advertising, chemical, automotive, IT sectors, as well as PE funds, banks and financial institutions.

Prior to joining the Firm, Paweł worked for the Warsaw office of Weil, Gotshal & Manges.

Languages: Polish, English.Bars and Courts: Member of Warsaw Bar Association.Education: The University of Warsaw (Master of Law, 2007), American Law Studies, TheUniversity of Warsaw (2007).

Paweł Cholewiński

Our Team

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Your Full Scope Corporate and M&A Practice

Legal Counselor, Partner, Head of the Labor Law Practice. Anna is specialized in corporateand commercial law. She possesses broad experience in providing current corporate legaladvisory services.

She has represented clients in matters regarding bankruptcy and recovery law, in particular withrespect to the handling of debt collection.

Moreover, Anna focuses on day-to-day legal services within the scope of individual and collective labor law. She participates in negotiations with employees or their representatives,and represents entrepreneurs in litigation regarding disputes related to termination of employment, harassment and bonus systems. She draws up the companies’ internal documents concerning employment, including all types of regulations and internal policies. She also advises on management contracts, creating remuneration and bonus systems. 

She has participated in a number of restructuring projects, including group redundancies, optimization of employment costs, and acquisitions of enterprises including employee groups.She has wide experience in M&A transactions and privatization projects, as well as in negotiating commercial agreements.

Languages: Polish, English.Bars and Courts: Member of Warsaw Bar Association.Education: Master of Law, Jagiellonian University.

Anna Gwiazda

Tax Counselor, Partner, Head of Tax & Accounting Practice. Tomasz has many years’ experience in tax advisory services. He has advised on ventures and transactions on the capital and leasing markets. He has led numerous projects relating to debt restructuring and receivables trading.

He also has vast experience in handling projects relating to mergers and acquisitions andrestructuring and tax optimization by means of both Polish and international holding structures.

He is a recommended lawyer in Tax sector by Legal 500 EMEA, Global Law Experts, and he isa laureate of VIII Ranking of Tax Firms and Tax Counselors 2013, a competition organized byDziennik Gazeta Prawna daily newspaper.

Prior to joining KZP, for a period of 6 years, Tomasz Zaleski worked in the tax advisory department at Ernst & Young, and later was responsible for tax policy in a media holding company.

Languages: Polish, English.Bars and Courts: Member of Warsaw Bar Association.Education: Master of Law, UMCS University in Lublin.

Tomasz Zaleski

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Advocate, Partner, Head of the Aviation & Defense Practice. Jan specializes in corporateand commercial law as well as aviation law, in the broad sense. He advises in particular inPolish and international mergers and acquisitions, privatizations, private equity transactions, aswell as public procurement and project financing.

He is experienced in advising clients in the arms and aviation sectors, in particular on issuesrelated to the privatization of state-owned enterprises operating in these sectors as well as inconcluding and implementing supply and offset contracts with the State Treasury of theRepublic of Poland. He has also represented business entities, airlines and individuals in connection with the acquisition, financing, registration and maintenance of aircraft.

Prior to joining KZP he worked as a senior associate at the Warsaw office of K&L Gates, as wellas in the Warsaw office of Hogan & Hartson.

Languages: Polish, English, Russian.Bars and Courts: The Warsaw Bar of Advocates. Member of the Foreign Relations Commissionat the Supreme Bar Council.Education: Master of Law, Jagiellonian University in Cracow.

Jan Kaczmarczyk

Legal Counselor, Senior Associate, Licensed Receiver. Karolina specializes in bankruptcy,restructuring, financial and corporate law. She is a leader of the Creditors’ Rights and Investors’Interests Enforcement Representation practice. She mainly advises banks, financial institutionsand leasing companies.

She holds the license of a receiver which entitles her to perform the actions of a receiver, supervisor and administrator pursuant to the Bankruptcy and Reorganization Law of February28, 2003. She is experienced in bankruptcy declaration, reporting receivables in bankruptcyproceedings, exclusion of parts of a creditor’s assets from the bankruptcy estate, contestingprovisions in bankruptcy proceedings, negotiating proposals in bankruptcy arrangements, as well as in the representation of creditors in Creditors’ Council during liquidation.

She provides day-to-day corporate legal advice to companies and their governing bodies,shareholders and stockholders. She also provides advice to them with regards establishingcompanies, mergers, reorganizations and the liquidation process.

Languages: Polish, English.Bars and Courts: Member of Warsaw Bar Association.Education: Master of Law, University of Warsaw, postgraduate studies in negotiation, mediationand ADR, University of Warsaw.

Karolina Klunder

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Your Full Scope Corporate and M&A Practice

Advocate, Senior Associate. Aleksandra specializes in commercial and corporate law. She is experienced in providing day-to-day corporate services as well as in mergers & acquisitiontransactions, with particular consideration of the banking sector.

She has taken part in bank share purchase and bank merger transactions. She has also participated in proceedings before the Polish Financial Supervision Authority regarding the purchase of shares of an investment fund company. With respect to the M&A practice, she hasworked in many due diligence projects, including the purchase of shopping centers. She hastaken part in the preparation of investment agreements.

Prior to joining the Firm, Aleksandra worked, inter alia, in the Warsaw office of GreenbergTraurig law office.

Languages: Polish, English.Bars and Courts: Member of Warsaw Bar Association.Education: Master of Law, Jagiellonian University in Cracow. Scholarship, RadboundUniversiteit in the Netherlands. American Law Course, Catholic University of America in cooperation with the Jagiellonian University.

Aleksandra Polak

Legal Counselor, Associate. Katarzyna provides legal advice with respect to civil and commercial law, as well as bankruptcy law. She is also experienced in providing comprehensive legal assistance pertaining to banking receivables, covering the drafting ofstatements of claim, motions and pleadings in civil proceedings, including payment-order proceedings and writ-of-payment proceedings, enforcement, enforcement–warrant proceedings, and inheritance proceedings. She has also gained experience in representingclients before civil and criminal courts.

Katarzyna is involved in the Litigation and ADR Practice, she primarily specializes in international investment arbitration. She advises foreign investors during investment disputeswith a state, where an investment has been undertaken pursuant to Bilateral InvestmentTreaties. She possesses experience at all stages of the arbitration process, including but notlimited to, fact-finding and evidence gathering, preparation of procedural strategy and any documentation required for the proceedings, representation before international investment tribunals and, provision of legal advice with respect to court  proceedings related to the investment arbitration.

Languages: Polish, English.Bars and Courts: Member of Warsaw Bar Association.Education: Master of Law, University of Warsaw.

Katarzyna Ziomek

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Legal Counselor, Senior Associate. Małgorzata specializes in civil and corporate law. She has vast experience in the provision of daily corporate advice. She focuses in particular on asset, M&A and general commercial projects.

Languages: Polish, English, Spanish.Bars and Courts: Member of Warsaw Bar Association (trainee).Education: Master of Law, University of Warsaw. American Law and Corporate Law, Universityof Warsaw, postgraduate studies.

Małgorzata Buszko

Associate. Karol specializes in commercial law and digitalization of the registration of businessactivities. He is highly experienced in proceedings before the National Court Register (KRS).

He has advised on corporate issues related to the funding of NGOs including activities for thepublic good. He has participated in public sector procurement projects, in particular those inthe medical and pharmaceutical sectors.

Prior to joining the Firm, Karol worked at the Legal Department of the Ministry of Finance.

Languages: Polish, English.Bars and Courts: Member of Warsaw Bar Association (trainee).Education: Master of Law, Lazarski University, Master of Administration, University of CardinalStefan Wyszynski.

Karol Połosak

Associate. Michał specializes in commercial and investment arbitration, as well as internationalbusiness regulations, disputes and arbitration.

As a student, he represented the University of Warsaw and the New York University in numerous prestigious competitions in the field of investment and commercial (20th and 21stWillem C. Vis International Commercial Arbitration Moot, 5th Foreign Direct InvestmentInternational Moot). Currently he is an arbitrator in student arbitration competitions. During hisstudies at the University of Warsaw he received a scholarship as one of its best students and earned his master’s degree summa cum laude.

Prior to joining KZP, Michał König worked in many Warsaw offices of international law firms. He also completed his apprenticeship with the Constitutional Court.

Languages: Polish, English, German, French.Bars and Courts: Member of Warsaw Bar Association (1st year bar trainee). Member of NewYork State Bar (Attorney and Counselor-at-Law).Education: Master of Law, University of Warsaw. New York University School of Law (Master ofLaw, LL.M, 2014). British Law Centre (Diploma, 2013).

Michał König

Advocate, Associate. Karolina specializes in real estate, corporate and commercial law.

She mainly deals with issues related to real estate and construction law. She drafts lease contracts, real estate sale and purchase contracts and pleadings, in particular in administra-tive, civil and corporate law. She has participated in the audits regarding real estate transac-tions and asset deals.

She has experience in M&A, corporate restructuring and private equity. She drafts share saleand purchase contracts, confidentiality agreements, partnership agreements/articles of associations and documents related to ongoing services provided to companies, preparesanalysis, recommendations to commercial contracts, as well as legal opinions for foreigninvestors on setting up and doing business in Poland. She has participated in a number of duediligence audits, in particular in the area of corporate, commercial, competition, labor, insurance and environmental protection law.

Prior to joining KZP, Karolina worked at Gide.

Languages: Polish, English, French.Bars and Courts: Member of Warsaw Bar Association (trainee).Education: Master of Law, Jagiellonian University in Cracow. Postgraduate studies inCompetition Law, The Institute of Law Studies of the Polish Academy of Sciences.

Karolina Olko

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Your Full Scope Corporate and M&A Practice

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Associate. Aneta specializes in corporate and civil (contract) law, civil proceedings, as well asbankruptcy and recovery law. She currently predominantly advises banks and other financialinstitutions. She conducts court, bankruptcy and enforcement cases.

She possesses experience in providing advice in matters pertaining to civil law, with particularconsideration of contract (the drafting of contracts, pleadings at various stages of civil andadministrative proceedings, the preparation of legal opinions, and mediations), corporate, laboras well as criminal law.

Languages: Polish, English.Bars and Courts: The Warsaw Bar of Advocates (trainee).Education: Master of Law, University of Warsaw.

Aneta Serowik

Advocate, Associate. Kacper specializes in corporate, commercial and insurance law.

He has advised on many M&A transactions including, in particular, IT and insurance sectors.He has dealt with corporate advisory (including restructuring and tax optimization projects). Hehas also advised insurance companies and insurance agents.

Prior to joining KZP, Kacper worked in leading Polish law firms.

Languages: Polish, English, German.Bars and Courts: The Warsaw Bar of Advocates.Education: The faculty of Law and Administration of the Jagiellonian University (2011), ZurichUniversität in Switzerland (2010).

Kacper Czubacki

Metropolitan, Plac Piłsudskiego 100-078 Warsaw, Poland

tel. +48 22 326 9600 | fax +48 22 326 9601

www.kochanski.pl

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