Cdz specializations

Chajec, Don-Siemion & ŻytoLegal Advisors

SPECIALIZATIONS

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• Chajec, Don-Siemion & Zyto ("CDZ”) is a leading independent Polish law firm with approximately 40 lawyers located in two offices in Poland (Warsaw and Krakow).

• The experienced legal team advises Clients on all stages of transactions, from planning through negotiations to execution of a contract and litigation. We also help to manage regulatory risks.

• Our broad expertise has been gained through years of practice on the Polish market and in cross-border transactions. We negotiate and draft in English and Polish and we are familiar with legal practices and documentation of key European as well as the US jurisdictions. In telecommunications and media we also assist our clients on the Asian market.

• We customize our services to each transaction’s size and complexity. Our clients include Polish and international companies and range from well-known financial institutions to smaller entrepreneurs and start-up companies. We contribute to their success in media and telecommunications, healthcare sector, construction and other.

ABOUT THE FIRM

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• CDZ was ranked among the top law firms in TMT and Private Equity (Chambers & Partners, 2013).

• CDZ was also ranked among the top law firms in TMT, Real Estate, M&A and Dispute Resolution in the latest ranking announced by Legal 500, 2013.

• CDZ was named as one of the most dynamically developing law firms by Wolters Kluwer and Rzeczpospolita

• During the award ceremony organized by the International Legal Alliance Summit in June 2008 CDZ received The Best Law Firm 2008 award, M&A and Corporate Practice, for an independent Polish law firm

• CDZ was awarded in the Best Law Firm contest again in 2009 and 2010 and received the Silver Award statuettes

• In 2011 Global Law Experts recognized CDZ as the Private Equity Law Firm of the Year

• CDZ ranked second in the Law Firm Ranking 2012 prepared by the editors of the Home & Market monthly

• Special distinction for Piotr Kryczek in the contest FORBES PROFESSIONALS 2012

• The acquisition of telecommunications operator Polkomtel by Spartan Capital Holdings awarded The Emerging Markets M&A Deal of the Year 2011

ABOUT THE FIRMAWARDS AND DISTINCTIONS

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“The Firm: Established in December 2003, the firm sprung to prominence on account of

its cadre of high-calibre lawyers. It advises Polish and multinational corporations, financial

institutions, smaller entrepreneurs and start-up companies. Media, energy and natural

resources, financial services and IT are some of the areas in which it participates.”

***

“The Lawyers: Eponymous partner is said to possess valuable private equity and venture

capital experience. He was formerly a partner at Beata Gessel, Andrzej Chajec &

Partners (now GESSEL). Further enhancing the firm's profile is Ewa Don-Siemion,

formerly of Shearman & Sterling, who provides the foundation for the firm's telecoms

expertise. She has served as in-house counsel at Netia. [...]”

WE WERE COMPLEMENTED BY CHAMBERS & PARTNERS

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SPECIALIZATIONS

• Administration

• Banking and Finance

• Capital Markets

• Real Estate and Construction

• Competition and EU

• Corporate and Commercial

• Dispute Resolution – Litigation

and Arbitration

• Labor Law

• Public Procurement

• Insolvency and Corporate Restructuring

• Intellectual and Industrial Property

• Media and Entertainment,

Telecommunications (TMT)

• Mergers and Acquisitions

• Private Clients and Trusts

• Regulatory

• Healthcare sector

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Team leader: Tomasz Mizikowski

•Administrative procedure of building law and construction processes

•Cases related to enfranchisement of State-owned enterprises and companies and

property re-privatization

•Representation before all administrative courts

•Administrative law aspects of telecommunications law

•Representation in building-law related proceedings

ADMINISTRATIVE LAW

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Team leader: Andrzej Chajec

•Corporate banking

•Infrastructural and finance projects

•M&A deals, including leveraged buyouts

•Financial transactions on the real estate market

•Asset-backed and other transactions

•Individual and group bank loan transactions, both Polish and cross-border

•Assistance in preparing banks, insurance companies and property managers for market

entry

•Advice to banks, insurance companies and pension funds on business activity

BANKING AND FINANCE

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Team leaders: Maciej Kotlicki and Szymon Skiendzielewski

• Representation of businesses in the process of entering the capital market

• Legal due diligence and preparation of acquisitions and other transactions

• Representation of clients before the Polish Financial Supervision Authority (KNF) with

respect to initial public offerings

• Representation of public companies before capital market supervision institutions

• Advice to public companies related to duties arising from their business activity

• Preparation of combined offerings

• Preparation of offers for convertible bonds

• Preparation of legal audits for international transactions

CAPITAL MARKETS

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Team leader: Anita Woźniak

•Representation of foreign investment funds and individual foreign investors in real estate

acquisitions and investment processes

•Legal due diligence processes of real estate, including real estate owned by the Polish

State

•Analyses of risks related to planned investments (such as local zoning plans, regulations

for large-format and industrial developments, and acquisition of perpetual usufruct by

State-owned companies)

•Preparation of transaction structures (including acquisition of companies holding real

estate)

•Regulation of the legal status of real estate (including agricultural properties)

•Preparation of acquisition and investment process documents

REAL ESTATE AND CONSTRUCTION

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Team leader: Anita Woźniak

•Negotiation of credits and loans with banks and preparation of financial documentation

•Negotiation and preparation of lease agreements, including those related to commercial

properties

•Assistance in cooperation with real estate agents, notaries, etc

•Preparation of contracts between investment process participants (the investor,

contractors, project managers, architects, developers and their clients), including

contracts drafted on FIDIC templates

•Analysis of legal issues connected with historical buildings

REAL ESTATE AND CONSTRUCTION (cont.)

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Team leader: Piotr Kryczek

• Representation of clients before the Polish Antimonopoly Office in antimonopoly cases

• Representation of clients in lawsuits related to unfair competition

• Advice on mergers and acquisitions

• Advice on issues related to consumer protection and unfair competition acts

(e.g. prohibited clauses in contracts with banks)

• Assistance in obtaining EU funds

COMPETITION AND EU LAWS

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Team leaders: Szymon Skiendzielewski and Maciej Kotlicki

• Representation of Polish and foreign companies in all corporate matters

• Advice on corporate governance issues

• Assistance and legal advice at shareholders’ meetings

• Negotiating and drafting commercial contracts

• Advice on personal data protection and processing

• Advice on franchising and agency structures

CORPORATE AND COMMERCIAL

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Team leader: Krzysztof Żyto

• Representation before all courts and tribunals

• Case analysis prior to litigation

• Professional representation, including cases related to labor law, violations of personal

interests and commercial law

• Cassation procedures before the Supreme Court of Poland

• Advice on structuring dispute resolution clauses in commercial contracts

• Mediation and arbitration

• Family cases

DISPUTE RESOLUTION – LITIGATION AND ARBITRATION

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• Preparation of employment, management and independent contractor contracts

• Advice on flexible employment structures and outsourcing

• Advice on group layoffs

• Assistance with trade unions negotiations

• Preparation of mandatory bylaws (remuneration, social funds, etc.)

• Cross-border employment issues

• Advice and representation of employers in mobbing and sexual harassment cases

EMPLOYMENT

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Team leaders: Krzysztof Żyto and Maciej Kotlicki

• Representation of clients in civil cases

• Representation of managers and businessmen before authorities

• Awareness trainings on civil and criminal liability of managers under Polish law

• Advice on ethical practices in business

• Criminal cases

FRAUD AND WHITE-COLLAR CRIME

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Team leader: Krzysztof Żyto

•Pre-bankruptcy advice

•Advice in composition proceedings and negotiations with creditors

•Preparation of bankruptcy filings

•Advice on structuring repayment schemes

•Advice on trustee-led tenders

INSOLVENCY AND CORPORATE RESTRUCTURING

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• Software licensing

• Negotiating and drafting contracts securing or transferring IP rights

• Representation of media companies and artists

• Advice in M&A transactions on IP assets protection

• Representation of authors

• Franchising and agency contracts

• Court representation relating to infringements on IP rights

INTELLECTUAL AND INDUSTRIAL PROPERTY

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Team leaders: Andrzej Chajec (Media) and Ewa Don-Siemion, Andrzej Abramczuk

and Krzysztof Żyto and Mariusz Busiło (Telecoms)

• Representation of Telewizja Polsat, the leading private TV station in

Poland

• Representation of Young & Rubicam

• Comprehensive advice on industry-specific issues

• Regulatory issues

• Advice on advertising campaigns

• Assistance in structuring MVNO transactions

• A large number of M&A deals in these sectors

MEDIA AND ENTERTAINMENT / TELECOMMUNICATIONS

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Team leader: Andrzej Chajec (a leading Polish M&A lawyer)

Two other partners: Maciej Kotlicki and Szymon Skiendzielewski

• Around 20 transactions year after year

• 20-year experience with private equity/venture capital funds

• Frequent cross-border deals and cooperation with foreign law firms

• Comprehensive or limited due diligence processes handled by experienced teams

MERGERS & ACQUISITIONS

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• Negotiations and drafting of transactional documents

• Organization of closings

• 90% of deals are negotiated and drafted in English

• Clients include: Cyfrowy Polsat, Enterprise Investors, Linx Telecommunications BV,

MCI, NFI Empik & Fashion, Polkomtel, Sferia, Telewizja Polsat, TPV Technology Ltd,

UPC Polska

MERGERS & ACQUISITIONS (cont.)

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Team leader: Tomasz Mizikowski

• Services to public tender participants, i.e. contracting authorities and bidders

• Advice to bidders on how to prepare bids and follow tender procedures

• Preparation of, and provision of opinions on, documents required in tender proceedings

for entities seeking public contracts

• Representation of clients who seek legal remedies before the Polish Chamber of

Appeal and Polish courts

PUBLIC PROCUREMENT

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Team leader: Ewa Don-Siemion

• Advice on registration of medicinal products, medical devices and biocides

• Advice on setup and registration of healthcare providers

• Services to entities organizing tender procedures in the medical industry

• Preparation of and provision of opinions on documents required in tender proceedings

for entities seeking public contracts

• Advice on clinical trials

MEDICAL

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SELECTED CLIENTS

• Aero 2

• All Ride Moto

• BOOKING.COM

• BP Polska

• BUNDER

• CalEnergy Resources Poland

• Capital Park

• Capital Partners

• Cummins Ltd

• Cyfrowy Polsat

• Enterprise Investors

• Ergomed

• Internet Media Servise

• Colian

• KCR

• Kia Motors Polska

• Linx Data Center

• Kraft Foods

• NFI Empik

• Polimex Mostostal

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SELECTED CLIENTS

• MCI

• Polish Energy Partners

• Plaza Centers (Poland)

• Polkomtel

• Polsat

• PZU Group

• Raiffeisen Bank

• Sferia

• Sky Club

• Sony Ericsson

• STORCK

• Telefonica International

• The Boston Consulting Group

• TV Familijna

• Ultrapolymers Group NV

• Schibsted Tech Polska

• Young & Rubicam

• Zakład Ubezpieczeń Społecznych (ZUS)

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• Andrzej Chajec

• Ewa Don-Siemion

• Krzysztof Żyto

• Andrzej Abramczuk

• Maciej Kotlicki

• Piotr Kryczek

• Tomasz Mizikowski

• Szymon Skiendzielewski

PARTNERS

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Graduated from the Law and Administration Faculty of Warsaw University. A legal advisor

since 1995.

He was repeatedly recommended by Chamber’s and The World’s Leading Lawyers as an expert

in corporate law and M&A transactions, and by Legal Business in European Legal Experts as a

specialist in commercial law. A member of the International Bar Association.

Before establishing CDZ, Andrzej Chajec was a partner in a leading Polish law firm. Prior to that he

worked as a lawyer in Vinson & Elkins and KPMG.

His professional interests focus on commercial law, M&A deals, telecommunications law, preparation

and supervision of international issues of securities, and venture capital transactions.

Andrzej cooperated with both Polish and international clients, including Enterprise Investors, Elektrim

and Merrill Lynch.

He has a fluent command of English.

ANDRZEJ CHAJECPARTNER

Phone: + 48 22 492 4 000Mobile: + 48 600 900 950E-mail: [email protected]

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EWA DON-SIEMIONPARTNER

EWA DON-SIEMIONPARTNER

Ewa Don-Siemion is a US qualified attorney admitted to the New York Bar (1995) and a co-founding

partner of a leading Polish law firm, CDZ Legal Advisors.

She mainly advises foreign clients who invest in Poland. The sectors include healthcare and

telecoms. Recently, Ewa has concentrated on the fast-growing outsourcing sector and its legal

needs in Poland.

Before establishing CDZ, she was a management board member responsible for all legal and

regulatory matters at Netia, the largest fixed-line alternative telecoms operator in Poland and the

first Polish company listed on Nasdaq. Most notably, she co-managed a successful, $860 million

debt restructuring of Netia and the conversion into investment commitments of over $400 million

license fees of telecoms operators owed to the State Treasury.

Prior to joining Netia, Ewa was an associate at Shearman & Sterling in New York where she

practiced from 1994 to 2000. She specialized in international securities law transactions both in the

financial and media/telecoms sectors. She represented Merrill Lynch, Morgan Stanley and Goldman

Sachs on media, telecoms, mining and energy transactions and tenders in Poland.

While at Shearman & Sterling, she also concentrated on financial regulatory matters of non-US

banks and brokerage houses operating in the US.

Ewa is actively involved in pro bono matters. She is on the program board of the Helsinki

Foundation of Human Rights.

Ewa graduated with an LL.B. degree from McGill School of Law in Montreal, Canada in 1994. She

also holds an M.A. from the English Philology Department of Wroclaw University.

Ewa speaks English and French.Phone: + 48 22 492 4 000Mobile: + 48 606 754 754e-mail:[email protected]

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Krzysztof Żyto graduated from the Poznań University Law School in 1987. He was admitted to

practice as a judge in 1989 and as a legal advisor in 1998.

Before commencing private practice, Krzysztof spent ten years working as a judge. Since 1995 he

was a judge in the Commercial Division of the Voivodeship Court in Poznań. His judicial practice

concentrated on commercial law and civil procedure related to commercial claims. In 1993, he held an

internship at a Hanover court in Germany.

Between 1996 and1997, Krzysztof lectured on civil and commercial laws at the Poznań School of

Economics and the Banking School.

He cooperated with the largest telecommunications operators in Poland and worked as an in-house

lawyer for UPC Polska, where he was the Head of the Legal Department.

Since 2000 he worked in one of the leading Polish law firms, where he became partner in 2002.

He is one of the founding partners in CDZ.

His practice focuses on representing business clients in court and arbitration proceedings.

In 2011 he was appointed an arbitrator in the Court of Arbitration at the Polish Chambers of

Commerce in Warsaw.

Krzysztof took part in commercial law seminars and lectures for German and Polish lawyers

organized in Cologne and Berlin.

He is fluent in English and German.

KRZYSZTOF ŻYTOPARTNER


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ANDRZEJ ABRAMCZUKPARTNER

Phone: + 48 22 492 4 000Mobile: + 48 600 900 952Email:[email protected]

Andrzej Abramczuk graduated from the Law and Administration Faculty of Warsaw University. He also

completed post-graduate studies at the Warsaw University of Insurance and Banking as well as at the City

University Business School of London and his Ph.D. studies at the Institute of Law Sciences at the Polish

Academy of Sciences.

He joined CDZ in 2009 and in January 2011 became a Partner.

Between 2006 and 2009 he worked for P4, a new mobile telephone operator of the PLAY network. While

working for the P4 group he was the head of the legal department and a board member of 3G Network

Services.

Between 2001 and 2006 he worked for the GTS Poland Group companies acting as the director of the legal

department and a board member of GTS Poland and Cel Polska.

Andrzej also gained experience in the insurance department of CMS Cameron McKenna, where he worked

between 2000 and 2001.

Starting from November 2012, Andrzej became a Member of the Board of the Chamber of Commerce for

Electronics and Telecommunications (KIGEIT) and in 2009 – a Member of the Board of the Polish Chamber of

Information Technology and Telecommunications (PIIT). Since July 2013 he has been an arbitrator of the

Standing Arbitration Consumer Court at the Office of Electronic Communications.

A member of the Supervisory Board of Midas and CenterNet.

Andrzej specializes in advising telecommunications and media companies, e.g. Aero 2, CenterNet, Sferia,

Midas and Polkomtel. In his professional career he advised to GTS Poland Group companies, Energis Polska

and P4. He was responsible for the merger of GTS Poland and Energis Polska, and P4 and Germanos

Polska. He actively participated in launching the fourth operator P4 on the Polish market and advised P4,

regarding its investment credit of over €640 million, provided by China Development Bank.

He has a fluent command of English.

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Piotr Kryczek graduated from the Law and Administration Faculty of the Adam Mickiewicz University in

Poznan in 1982. He later did his judge training which he completed in 1989. He was qualified to

practice as a legal advisor two years later.

Piotr also completed his Postgraduate European Knowledge Studies at the Warsaw School of

Economics.

Since 2000 he worked for a leading Polish law firm as a senior lawyer. Before that he worked for the

Polish Antimonopoly Office (UOKiK) and between 1995 and 2000 he was a legal director in Polska

Korporacja Telewizyjna Sp. z o.o. and a board member in CANAL+ Polska (CYFRA+).

In his career he prepared numerous legal opinions related to unfair competition and analyzed

proposals for advertising campaigns in light of fair competition rules. Piotr has broad experience in

civil and antimonopoly laws.

His professional interests focus on competition and intellectual property laws (particularly on

trademark issues). Additionally, he participates in proceedings before the labor court and represents

entrepreneurs before civil and commercial courts of all instances.

Piotr joined CDZ in December 2003 as a senior lawyer and became partner in November 2005. He is

involved in issues related to the antimonopoly, civil, competition, intellectual and industrial property

laws.

Piotr has a fluent command of English.

PIOTR KRYCZEKPARTNER


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Maciej Kotlicki graduated from the Łódź University Faculty of Law and Administration in 1994 and he qualified to practice law as a legal advisor in 1998. In 2010 he graduated with honors from the Executive MBA program of the Business School at the Warsaw University of Technology (in cooperation with the London Business School, HEC Paris and NHH Norwegian School of Economics).

Maciej has been a member of the supervisory boards of private and public companies and since 2010 he has been a member of the management board of the public company NFI Midas S.A.

Before joining CDZ as a partner in 2004, he worked in a leading Polish law firm for six years where he participated in some of the most significant M&A deals conducted by the firm.

He also practiced as a legal advisor in the Warsaw Consulting Group where he participated in the restructuring of a “bad debt” portfolio in bank composition proceedings conducted by the leading Polish banks.

As a member of the management board of NFI Midas S.A., Maciej successfully conducted two public share issues with the total value of PLN 1.2 billion, secured debt financing in excess of PLN 400 million and conducted acquisitions of companies for the total amount of PLN 700 million.

In his professional career Maciej advised such companies as Cadim B.V., Eldorado, Lukas European Bank of Reconstruction and Development, Elektrim, Elektrim Telekomunikacja, Knauf Gruppe, Cantoni Group, ComputerLand (currently Sygnity), HTL-Strefa, Bakalland, Capital Partners, Telewizja Polsat, Colian, Mispol, and the Ministry of State Treasury.

His professional interests are M&A transactions, including leveraged buyouts, Polish and English corporate law, securities law and privatization issues.

In his professional practice, Maciej combines his legal knowledge with his managerial experience acquired in the course of work for NFI Midas S.A., in supervisory boards and during his MBA studies. He has written many articles and gave lectures on such issues as minority shareholder rights, defensive measures against hostile takeovers, management buyout deals and management stock option programs in Poland.

Maciej has a fluent command of English.

MACIEJ KOTLICKIPARTNER

Phone: +48 22 492 4000Mobile: +48 600 900 957E-mail:[email protected]

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Tomasz Mizikowski graduated from the Law and Administration Faculty of Warsaw University in 1970.

Between 1970 and 1993 Tomasz resolved commercial law disputes as a judge. Until 1989 he was an

arbitrator at the District Arbitration Board in Warsaw and the Central Arbitration Board, and after

commercial courts were formed he became a judge at the Commercial Division of the Voivodship

Court in Warsaw.

Between 2000 and 2006, prior to joining CDZ, Tomasz worked for Łukowicz Świerzewski & Partners.

Tomasz joined CDZ on January 1, 2007 as a partner. He specializes in court disputes, bankruptcy law,

composition law, arbitration and enforcement, including issues related to real estate. He handles court

disputes for both Polish and foreign clients.

Tomasz lectured on commodity exchange law for legal advisor trainees for 13 years. He also lectured

at numerous conferences for legal advisors and participated in legislative activities as a member of an

advisory team of the Polish Government.

He authored a number of educational publications related to commodity exchange law. He is also an

arbitrator at the Arbitration Court of the Polish Chamber of Commerce in Warsaw.

TOMASZ MIZIKOWSKIPARTNER

Phone: + 48 22 492 4 000Mobile: + 48 664 152 420E-mail:[email protected]

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Szymon Skiendzielewski graduated from the Faculty of Law and Administration of Warsaw University

in 1998 and became a legal advisor in 2004.

Szymon joined CDZ as partner in July 2005. Earlier, he worked for nine years for a leading Polish law

firm where he became a partner in 2004. He advises private equity funds and international

corporations mainly on M&A and real estate transactions, and corporate law. He has represented

such clients as Enterprise Investors, Elektrim S.A., Gallaher Group plc, Cadbury Wedel, Patron

Capital/Capital Park, NFI Empik Media & Fashion and Merrill Lynch.

His experience includes advice to companies from such industries as telecommunications, IT, real

estate, financial services, tobacco, FMCG and credit cards manufacturing.

Szymon has been involved in many projects related to capital markets transactions including private

and public offerings and the financing of various transactions and projects.

His professional interests also focus on the legal aspects of operation of venture capital funds in

Poland.

Szymon has a fluent command of English.

SZYMON SKIENDZIELEWSKIPARTNER


CHAJEC, DON-SIEMION & ŻYTO LEGAL ADVISORS

WARSZAWA ul. Lwowska 19, 00-660 Warszawatel.: + 48 22 492 40 00, fax: + 48 22 370 07 08

KRAKÓW ul. Retoryka 1, 31-108 Krakówtel.: + 48 12 421 12 55, faks: + 48 12 421 03 06

ŁÓDŹ al. Marszałka Edwarda Śmigłego - Rydza 20, 93-281 Łódźtel.: + 48 42 277 64 74

Contact person:

Ewa Don-Siemion

[email protected]