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

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