Poland

The team of Baker Tilly Legal Poland advised Schmitz Cargobull AG on the acquisition of shares in GT Trailers sp. z o.o. Our advisory covered comprehensive due diligence – legal, tax, financial, and ESG – as well as transaction structuring, and the preparation and negotiation of transaction documentation, including the investment agreement and the shareholders’ agreement. The transaction required antitrust clearance from the President of the Polish Office of Competition and Consumer Protection. The entire process was coordinated by Grzegorz Gajda, Managing Partner at Baker Tilly Legal Poland. The legal team Baker Tilly Legal Poland was led by Grzegorz Gajda, with the support of Krzysztof Rubas, Counsel. The core legal team also included: Dominika Sawicka, Managing Associate, and Aleksandra Połojko, Associate. Tax advisory was provided by TPA Poland: Wojciech Sztuba, Managing Partner, and Monika Stachurska-Waga, Tax Director The financial aspects of the transaction were handled by Baker Tilly TPA: Anita Bis, Partner, and Tomasz Martyniuk, Associate Partner. ESG due diligence was led by the experts Baker Tilly TPA: Katarzyna Chwalibińska-Kusek, Partner, Head of ESG Advisory, and Łukasz Błaszczyk, Manager. Schmitz Cargobull is the leading manufacturer of semi-trailers for temperature-controlled freight, general cargo and bulk goods in Europe, and a pioneer in digital solutions for trailer services and improved connectivity. The company also manufactures transport cooling units for refrigerated box body semi-trailers for temperature-controlled freight transport. With a comprehensive range of services from financing, spare parts supply, service contracts and telematics solutions to used vehicle trading, Schmitz Cargobull supports its customers in optimising their total cost of ownership (TCO) and digital transformation. GT Trailers is a Polish family-owned company and one of the national leaders in the design and production of trailers and bodies for various sectors of the transport industry. GT Trailers specializes in high-capacity trailer sets and innovative solutions for rigid chassis, including curtain siders, box bodies and refrigerated structures. MEDIA CONTACT: Diana Stachera Marketing, BD & PR Manager TPA Poland/Baker Tilly TPA/Baker Tilly Legal Poland Tel: +48 889 055 570 E-mail: [email protected] Karolina Zarzycka Audit Marketing & BD Coordinator TPA Poland/Baker Tilly TPA/Baker Tilly Legal Poland Tel: +48 889 055 553 E-mail: [email protected] *** ABOUT BAKER TILLY LEGAL POLAND / TPA POLAND / BAKER TILLY TPA Baker Tilly Legal Poland, Baker Tilly TPA and TPA Poland are trade names of Baker Tilly Gajda Legal sp.k., Baker Tilly TPA sp. z o.o. and TPA sp. z o.o. sp.k. These companies are members of the global Baker Tilly International Ltd network, within which each member firm is a separate and independent legal entity. Baker Tilly International is one of the largest global networks of independent consulting firms. As a member of Baker Tilly International, we combine the advantages of integrated, interdisciplinary "one-stop-shop" services with local expertise and the reach of an international advisory group. TPA is a leading international consulting group offering comprehensive business advisory services in 12 countries in Central and Southeastern Europe. In Poland, TPA is among the largest consulting firms. We provide international corporations and large domestic enterprises with effective business solutions in the areas of tax advisory, accounting and payroll outsourcing, real estate advisory, HR consulting, as well as audit and business advisory under the Baker Tilly TPA brand. A natural complement to our interdisciplinary services is legal support, which we offer under the Baker Tilly Legal Poland brand www.tpa-group.pl www.bakertilly.pl

The team of Baker Tilly Legal Poland advised the shareholders of Sempire Europe – Łukasz Gorący, Anna Górniak and Piotr Górniak – on the sale of the remaining 40% shares of the company’s share capital. Baker Tilly Legal Poland’s comprehensive advisory services included, among others, structuring the transaction, preparing and negotiating the investment agreement and the shareholders’ agreement, as well as closing the transaction. The process was coordinated by Małgorzata Lejman, Managing Associate, under the supervision of Grzegorz Gajda, Managing Partner at Baker Tilly Legal Poland. This was the second stage of the transaction, as a result of which Shoper became the sole shareholder of Sempire Europe, holding 100% of its share capital. The first stage of the transaction took place in May 2022, when Shoper acquired 60% of the shares in Sempire Europe. Baker Tilly Legal Poland advised the sellers then as well. Shoper is a leading e-commerce platform in Poland, listed on the Warsaw Stock Exchange, providing a full range of solutions for online merchants and supporting the growth of modern online commerce. Sempire Europe is an online marketing agency specializing in SEO and SEM, serving clients in Poland and abroad. MEDIA CONTACT: Diana Stachera Marketing, BD & PR Manager TPA Poland/Baker Tilly TPA/Baker Tilly Legal Poland Tel: +48 889 055 570 E-mail: [email protected] Karolina Zarzycka Audit Marketing & BD Coordinator TPA Poland/Baker Tilly TPA/Baker Tilly Legal Poland Tel: +48 889 055 553 E-mail: [email protected] *** ABOUT BAKER TILLY LEGAL POLAND / TPA POLAND / BAKER TILLY TPA Baker Tilly Legal Poland, Baker Tilly TPA and TPA Poland are trade names of Baker Tilly Gajda Legal sp.k., Baker Tilly TPA sp. z o.o. and TPA sp. z o.o. sp.k. These companies are members of the global Baker Tilly International Ltd network, within which each member firm is a separate and independent legal entity. Baker Tilly International is one of the largest global networks of independent consulting firms. As a member of Baker Tilly International, we combine the advantages of integrated, interdisciplinary "one-stop-shop" services with local expertise and the reach of an international advisory group. TPA is a leading international consulting group offering comprehensive business advisory services in 12 countries in Central and Southeastern Europe. In Poland, TPA is among the largest consulting firms. We provide international corporations and large domestic enterprises with effective business solutions in the areas of tax advisory, accounting and payroll outsourcing, real estate advisory, HR consulting, as well as audit and business advisory under the Baker Tilly TPA brand. A natural complement to our interdisciplinary services is legal support, which we offer under the Baker Tilly Legal Poland brand. https://bakertilly.pl/legal/ www.tpa-group.pl www.bakertilly.pl

National e-Invoicing System (KSeF) The National e-Invoicing System (KSeF) is a centralised system designed for issuing, sending, receiving and storing invoices. Beginning from 1 February 2026, it will gradually become mandatory for all businesses in Poland. The main idea behind KSeF is to fully digitalize the circulation of invoices and limit the number of ways in which they may be issued. From the moment it comes into place, invoices will, as a rule, only be considered valid and effectively delivered if they are sent and registered with the use of KSeF. Consequences for the contractual practices of businesses Ensuring a company’s compliance with the requirement of the universal use of the National e-Invoicing System turns out to be a task not only for finance but also for sales and purchasing departments. This is because the general change in invoicing rules will have a significant impact on the contractual practices of organisations, including, among others: the method of calculating the payment deadline, definition of the method and form of invoice delivery in the contract, contractual provisions setting out specific requirements for the content of an invoice, obligations to deliver attachments relating to an invoice and their identification. The time of receipt of an invoice in KSeF and payment deadlines As stated at the beginning, KSeF invoices will be considered effectively delivered as soon as they are registered in the system. Even though businesses will continue to be able to send each other documents with the content of the invoice (e.g. in PDF format), these will be just for ‘visualisation’ purposes. The invoice issued and delivered via KSeF will still be the only one that is binding and significant from the legal point of view. The above rule considerably alters the way payment deadlines are calculated, where the time limit begins to run from the date of delivery of the invoice (e.g. ‘... payable within 14 days of delivery of a correctly issued VAT invoice to the Buyer’). This is because, beginning from 1 February 2026, the deadlines will be calculated from the date of registration of the invoice in the KSeF system, irrespective of whether or not, and when, the ‘invoice visualisation’ is delivered by other means. Nevertheless, the method of calculating payment deadlines is not something over which the parties to the contract have no control. They can still agree on the starting point for calculating the payment deadline (e.g. the time of delivery of the ‘invoice visualisation’ or other accompanying documents). This, however, requires changes to the existing contracts and to the contract templates on the basis of which contracts will be concluded in the future. Special contractual provisions regarding the content as well as method and form of delivery of documents relating to an invoice Many businesses have special requirements as to the content of invoices delivered to them by their trading partners. In addition to the data specified by generally applicable laws, such invoices must also include the reference number of the contract from which the amount due arises, the purchase order numbers, or the cost centre identification. The format of invoices issued via KSeF will still allow such data to be entered, but it will be difficult to correct them if necessary. For this reason, it becomes even more important to clearly specify in the contract what data are to be included on the invoice and whether their absence means that the invoice has been issued incorrectly, i.e. that a corrective invoice is required. Irrespective of the content of an invoice, due to organisational requirements or the nature of the contract, it is often necessary to submit certain documents (e.g. statements, reports or confirmations) together with the invoice. Although KSeF will enable the issuance of the so-called ‘invoices with attachments’, their practical application may be limited (e.g. due to the required format of the attachment, i.e. XML). In view of this, organisations will face the challenge of specifying in more detail in the contract how exactly such attachments are to be delivered and linked to the invoice, and, very importantly, of determining the relationship between the time of delivery of the attachments and the invoice payment deadline. In consequence, in the case of more complex requirements regarding the content of an invoice and the documentation delivered with it (which frequently determines its correctness), the parties to the contract may agree on a procedure where the content of the invoice to be issued in KSeF is agreed and approved beforehand. Invoices for foreign trading partners A relation with a foreign trading partner, who is not required to use KSeF, does not release a Polish business from the obligation to issue an invoice in the system. The invoice should still be generated and registered in KSeF, and the only thing that changes is the method of its delivery, as it will be delivered as a ‘visualisation’ in a manner agreed with the trading partner in the contract. With this in mind, it is a good idea to consider including provisions in contracts with foreign partners that comprehensively describe the rules for issuing invoices in Poland and delivering their ‘visualisation’ to a trading partner. It is worth noting here that for a Polish business it is always the invoice registered in KSeF that is the binding accounting document, regardless of the content of the ‘visualisation’ delivered to a foreign partner. Invoices issued outside the system (the so-called offline mode) The regulations governing the National e-Invoicing System allow, under certain conditions (e.g. in the event of network problems or KSeF failure), invoices to be issued outside the system, subject to their subsequent registration in KSeF (the so-called offline mode). As in the case of contracts with foreign partners, it is advisable to consider setting out rules in the contract for the issuance and delivery of invoices in offline mode, including the determination of liability for inconsistencies between an invoice delivered outside the system and the one registered in KSeF, as well as liability for the consequences of delays in registering an invoice in KSeF after the failure has been rectified. Adapting contract templates to the requirements of specific organisations The areas of potential contractual arrangements proposed above are only examples of what a specific organisation may expect from the invoicing process. In order to comprehensively define the requirements of a business, it will be important for its finance and purchasing departments to cooperate in working them out. It cannot be ruled out that, due to an organisation's standards and the nature of contracts it enters into, no major alteration to its current contractual practices will be necessary or, quite the contrary, there will be a need for a radical change and the development of new organisational standards. If you have any questions or concerns, or if you are simply wondering what your first step should be regarding your organisation's contractual standards, please do not hesitate to contact us.

The Baker Tilly Legal Poland team advised SICK sp. z o.o. on the negotiation and conclusion of a lease agreement for office space in the “Campus 160” complex, located at Aleje Jerozolimskie 160 in Warsaw. The agreement covers the lease of office space with a total area of over 800 square meters, as well as several parking spaces in the building’s underground garage. The landlord is Orange Polska S.A. Baker Tilly Legal Poland also supports the client in further matters related to the implementation of the lease agreement, in particular with respect to establishing and obtaining the required security. The transaction on behalf of Baker Tilly Legal Poland was led by Piotr Łaska, Partner in the Real Estate team. SICK sp. z o.o. is part of the international SICK Group, one of the world’s leading manufacturers of sensors and industrial automation solutions. The company provides advanced technologies used, among others, in production process automation, logistics, and industrial safety systems.   MEDIA CONTACT: Diana Stachera Marketing, BD & PR Manager TPA Poland/Baker Tilly TPA/Baker Tilly Legal Poland Tel: +48 889 055 570 E-mail: [email protected]   Karolina Zarzycka Audit Marketing & BD Coordinator TPA Poland/Baker Tilly TPA/Baker Tilly Legal Poland Tel: +48 889 055 553 E-mail: [email protected] *** ABOUT BAKER TILLY LEGAL POLAND / TPA POLAND / BAKER TILLY TPA Baker Tilly Legal Poland, Baker Tilly TPA and TPA Poland are trade names of Baker Tilly Gajda Legal sp.k., Baker Tilly TPA sp. z o.o. and TPA sp. z o.o. sp.k. These companies are members of the global Baker Tilly International Ltd network, within which each member firm is a separate and independent legal entity. Baker Tilly International is one of the largest global networks of independent consulting firms. As a member of Baker Tilly International, we combine the advantages of integrated, interdisciplinary "one-stop-shop" services with local expertise and the reach of an international advisory group. TPA is a leading international consulting group offering comprehensive business advisory services in 12 countries in Central and Southeastern Europe. In Poland, TPA is among the largest consulting firms. We provide international corporations and large domestic enterprises with effective business solutions in the areas of tax advisory, accounting and payroll outsourcing, real estate advisory, HR consulting, as well as audit and business advisory under the Baker Tilly TPA brand. A natural complement to our interdisciplinary services is legal support, which we offer under the Baker Tilly Legal Poland brand. www.tpa-group.pl www.bakertilly.pl