Baker Tilly Legal Poland

The transaction involved Tri Star Technology Group’s acquisition of 100% of the shares in Sprick Rowery sp. z o.o. – a Polish bicycle manufacturer linked to Prophete’s e-bike segment and Woom children’s bicycles – together with the acquisition of key real estate assets necessary for maintaining manufacturing operations. The project had a cross-border dimension and was carried out in the context of insolvency proceedings conducted  before a German bancruptcy court. Key elements of the transaction included arrangements with financial creditors, debt restructuring and the development of solutions enabling the continued operation of the business. The successful completion of the transaction made it possible to avoid the liquidation of Sprick Rowery sp. z o.o., preserve its manufacturing facility and maintain  jobs. The acquisition provided the company with a stable strategic investor, enabling its continued operation within the e-bike value chain. Through the transaction, Tri Star Group strengthened its presence in Central Europe and expanded its manufacturing capabilities in the bicycle sector. Baker Tilly Legal Poland provided comprehensive legal advice, including: conducting due diligence, structuring the transaction, preparing, negotiating and finalising transaction documentation, representing in negotiations with the consortium of creditor banks, advising on legal risks related to insolvency proceedings and restructuring processes conducted in Poland and Germany, preparing documentation related to the release of security interests, as well as supporting negotiations with financing institutions. The Baker Tilly Legal Poland team included: - Grzegorz Gajda, Managing Partner, - Dominika Sawicka, Managing Associate, - Aleksandra Połojko-Marciniak, Associate, as well as: - Krzysztof Rubas, Counsel, - Joanna Jędrzejewska, Counsel, - Emilia Drzazgowska-Bzdok, Senior Associate. TPA Poland advised on the tax aspects of the transaction, including tax due diligence. The team was led by Wojciech Sztuba, Managing Partner, with support from Alicja Kornosz, Manager and Mateusz Radziszewski, Senior Consultant. On behalf of Baker Tilly TPA, Maciej Krokosiński, Partner, and Paweł Bobrowicz, Manager, were involved in the financial due diligence. Tri Star Technology Group is an international industrial group with manufacturing and technology operations across Europe, North America and Asia.

The transaction concerned the sale of undeveloped properties located in Gronowo Górne, in the municipality of Elbląg, with a total area of nearly 9 hectares. The properties are situated in the immediate vicinity of the S22 expressway and close to its junction with the S7 route. Under the local zoning plan, the land is designated for service development, including retail and wholesale facilities exceeding 2,000 m², conference centres – including hotels and gastronomy – as well as high-bay logistics facilities. The scope of Baker Tilly Legal Poland’s advisory services included comprehensive legal support to the client in negotiating and executing the sale transaction, as well as advice on the transaction structure, settlement arrangements and cooperation between the investors. The transaction on behalf of Baker Tilly Legal Poland was led by Piotr Łaska, Partner in the Real Estate team. Krzysztof Rubas, Counsel, advised on corporate law matters and settlements between the shareholders. “Cloe Investments sp. z o.o., its shareholders and team were extremely happy with the professional, personal and proactive engagement of Piotr Łaska and the team at Baker Tilly Legal Poland throughout the process of concluding the successful sale of its property in Elbląg” – said Sean Flanagan, Chief Financial Advisor. Tax advisory in connection with the transaction was provided by Joanna Prokurat, Partner at TPA Poland. As part of the project, the Baker Tilly Legal Poland and TPA Poland teams also cooperated with legal and tax advisors to the Cloe Investments in Ireland and Luxembourg. Cloe Investments sp. z o.o. is an investment company controlled by Irish investors and active on the Polish commercial real estate market. The company focuses on projects involving the development of investment land designated for retail, residential and logistics purposes. Lawyers at Baker Tilly Legal Poland have been advising Cloe Investments and its investors in Poland for over a decade. The described transaction forms part of the group’s current investment strategy.  

Baker Tilly Legal Poland has once again been recognized in the prestigious international Legal 500 EMEA 2026 ranking, confirming its strong position in the Polish legal services market and the consistent development of its key practice areas. In this year’s edition, the firm was distinguished in the following areas: Commercial, Corporate and M&A (Tier 5) – for advising on transactions, reorganizations, and comprehensive corporate projects, Real Estate (Tier 3) – for legal support in real estate projects, including investments, transactions, and advisory services for developers and investors. New recognition for Employment law practice A particular achievement in this year’s ranking is the firm’s first recognition in the field of employment law in the “Firms to Watch” category. “We see this distinction as confirmation that we have built an employment law practice that goes beyond day-to-day advisory and supports clients in transformation processes – from restructuring to designing employment models. In this area, understanding the broader business and regulatory context is key, rather than focusing solely on the literal wording of the law” – says Grzegorz Gajda, Managing Partner at Baker Tilly Legal Poland. Consistent growth and confirmation of quality The Legal 500 rankings are the result of a multi-stage research process, including analysis of projects, client feedback, and evaluation of a firm’s market position. Client feedback plays a significant role in determining ranking positions, as clients share their experiences of working with the firm as part of the research process. Their engagement – including willingness to participate and provide feedback – serves as an important benchmark for assessing the quality of legal advisory. “This recognition stems from our involvement in projects where legal advice is one element of a broader puzzle – encompassing investment decisions, operational matters, and risk management. Equally important to us is client feedback, as it best verifies how we work and communicate during these projects. The firm’s recommendations are a result of the strategy we adopted several years ago – building a strong law firm brand for mid-market clients” concludes Grzegorz Gajda. The firm would like to thank all its clients for their trust and cooperation, and especially those who participated in the research process for their time and valuable feedback.  

Thanks to Fundacja Drzewo i Jutro’s donation of PLN 29,580,000, on 8 May 2026 Karkonoski National Park acquired the Stawy Podgórzyńskie complex, covering approximately 113 hectares. The acquisition of this exceptionally valuable natural area marks an important step towards its permanent protection and the preservation of its unique environmental value. Stawy Podgórzyńskie is the oldest fish pond complex in the Sudetes, distinguished by its unique natural, historical, cultural and landscape value.   Fundacja Drzewo i Jutro, founded by James Van Bergh – entrepreneur, investor and founder of Benefit Systems – and Agnieszka Van Bergh, focuses its activities on environmental protection, in particular through supporting national and landscape parks. The Karkonoski National Park project is another example of the Foundation’s commitment to initiatives of significant environmental and social importance and, according to available information, may be one of the first private donations of this kind in Poland on such a scale, dedicated directly to nature conservation purposes.   Legal advisory to the Foundation was provided by Małgorzata Lejman, Managing Associate, and Sergiusz Kielian, Partner at Baker Tilly Legal Poland. The scope of support included the preparation and negotiation of legal documentation, including the donation agreement between Fundacja Drzewo i Jutro and Karkonoski National Park, enabling the implementation of this pioneering project.    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 https://www.bakertilly-tpa.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

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 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