CMS_LawTax_CMYK_28-100.eps

CEE Competition

Bratislava Budapest Bucharest Prague Sofia Warsaw Kyiv Moscow

Our relationship with CMS [Cameron McKenna] fills a niche: there are probably no other partners like these. They communicate well, have good legal brains and commercial nous. They also have complete commitment to the transaction. You don’t see this much.

Why choose CMS in CEE? 3

Focus on competition in CEE 6

Merger control 8

Anti-trust 10

Specific focus on compliance 12

State aid 14

Public procurement 16

Adding value 17

Contact us 18

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Bristol

AmsterdamUtrecht

Brussels

London

Edinburgh

Aberdeen

Arnhem

Antwerp

Paris

Leipzig

Lyon

Strasbourg

Madrid

Seville

Marbella

Casablanca

Algiers

Rome

Milan

Zurich

Ljubljana

Vienna Bratislava

Budapest

Zagreb

Sarajevo

Belgrade

Sofia

Bucharest

Prague

Warsaw

Kyiv

Moscow

São Paulo

MontevideoBuenos Aires

Shanghai

Beijing

Munich

Dresden

Berlin

Hamburg

DuesseldorfCologne

Frankfurt

Stuttgart

Why choose CMS in CEE?

At CMS we work hard to be a truly client-focused law firm. This means understanding the unique needs and challenges of each market sector, and providing a service that is tailored to the particular concerns and requirements of each client. As a full service law firm we can provide advice in any area of commercial law and our clients benefit from the right specialists being available from across the firm.

Key statistics

CMS network established for more than ten years by firms —which have a combined history of several hundred years

9 member firms in 27 jurisdictions —

c 773 partners and more than 2,400 other fee-earners —

Over 53 offices and associated offices worldwide —

CMS CEE offices are located in Bratislava, Budapest, Bucharest, Prague, Sofia, —Warsaw, Kyiv, and Moscow. Furthermore, CMS is also present in the Balkan countries with offices in Belgrade, Ljubljana, Sarajevo and Zagreb.

One of the largest law firms in Europe —

4 | CEE Competition

Top five reasons to choose CMS in CEE for competition, public procurement and State aid advice

Extensive regional coverage 1.

In-depth experience of all relevant focus areas such as merger control, 2. anti-trust & compliance, procurement issues and government support

One call model – to facilitate communication we will provide you with one 3. key contact for the whole of CEE

Top competition law experts working together as one team with an excellent 4. cross border focus

True client & sector focus (Consumer Products, Energy & Utilities, Financial 5. Institutions, Hotels & Leisure, Infrastructure & Project Finance, Lifesciences, Real Estate & Construction, and Technology, Media & Telecommunications)

5

It is certainly a strong player in this area and has had a string of victories over the past year

Chambers and Partners 2009

Compliance is king

We strongly emphasise the importance of prevention in the tailor-made, client focused competition compliance policies we draw up and implement.

We carry out training to educate our clients’ employees at all levels including management, sales force, key account managers and marketing staff on the issues which are relevant to their day-to-day business.

Focus on competition in CEE

The CMS competition practice houses a team of specialists in Central and Eastern Europe.

Our top team advises on a variety of competition law matters such as anticompetitive behaviour, abuse of market power issues, merger clearances, unfair market practices and other B2C related issues as well as State aids and public procurement cases on a national and EU level. We represent our clients in competition law proceedings, operate hotlines for immediate help in dawn raids or in the case of any other emergency issues, carry out audits searching for smoking guns and applying for leniency if serious breaches are discovered.

6 | CEE Competition

Local expertise – sector specialisation

CMS has a highly developed competition practice in each of the CEE offices. What makes our practice outstanding and distinguishes us from our competitors is the extent to which we specialise in particular industry sectors, building expertise and enabling us to understand the needs of our clients. We combine industry and competition expertise to the benefit of our clients, for example in relation to:

pricing and shelf space arrangements, category management and listing —fee issues when advising consumer products companies;

access to essential facilities, long term and capacity reservation agreements when advising the —energy, oil and gas sector; and

pricing of dominant products, parallel trade and stock management systems when working for —pharmaceutical businesses.

In addition to advising clients which are active in competitive markets, our involvement in the competition aspects of liberalisation and privatisation processes across the region allows us to have an in-depth understanding of the business areas in which State-owned companies (public undertakings) are commercially active (gas, electricity, postal services, transport including air transport, etc.).

These are our truly unique features. We believe that we are one of very few law firms in the region to provide such specialist advice and have the capability of presenting innovative industry – specific solutions in this respect.

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Merger control

Highlights of our experience

GE Money EMEA — on merger control issues related to the acquisition of Bank BPH and disposal of 50% stake in Expander, a retail distributor of financial products

Pharmaceutical company — on merger control aspects related to the establishment of its operations in ten countries across CEE

A Private Equity fund — on a complex merger clearance for the acquisition of companies operating in the health sector in the Czech Republic

A major beverages producer — on a Hungarian trademark sale and purchase agreement in order to obtain authorisation for the merger

Advent International — on the unconditional merger clearance of its acquisition of the leading mineral water bottling company in Bulgaria

Eurobus Invest — on merger control proceedings with respect to investments in Slovakia

Acquisitions and disposals of shares or assets, trademarks or even a clientele, as well as the creation of joint ventures can face scrutiny either at a national level by the relevant national merger control authorities or at EU level by the European Commission, as well as in non-European jurisdictions.

As part of the M&A team our competition lawyers analyse the proposed structure, providing advice on options and prepare the appropriate submissions, where relevant in close cooperation with competition colleagues in other countries. We have long experience of the practicalities of dealing with national competition authorities and the European Commission’s services, enabling us to lead clients safely through the maze of formal and informal processes.

High quality local and international lawyers

Lawyers Global 2009

Abris Capital Partners — on merger clearance in respect of acquisition of a supermarket chain in western Ukraine, which comprises 25 supermarkets

A major Polish private TV station — on competition law aspects of establishing a joint venture with another private TV station for operating a digital TV platform

A market leading hotel & leisure company — participating in the International/EC merger clearance procedure as part of the international CMS team

3i Group — on various acquisitions and investments made in the CEE region, including advice on the structure and numerous merger clearance applications

A major European TMT company — on merger clearance in respect of various acquisitions made on the Russian market

8 | CEE Competition

Anti-trust

Our competition practice has handled some of the most complex antitrust cases for more than a decade. Our specialist lawyers handle every type of antitrust problem both at a national and EU level.

Regular issues include investigations into cartel or dominant position cases, lawsuits for unfair competition and class actions. We handle issues in connection with advertising or other marketing activities, in relation to certain unfair market practices, the abuse of economic dependency and other consumer protection matters, depending on the specific domestic regulations and competencies of national competition regulators. Clients also come to us for competition advice on their day-to-day operations, for example distribution structures, exclusivity issues, relationships with suppliers, pricing policies or rebate schemes. We offer a coordinated response in the event of dawn raids on a national or an international level. We operate a dedicated hotline, which allows our clients to receive immediate advice in case of an emergency. Through our CMS offices we have the widespread ability to coordinate our clients’ antitrust work no matter what it involves.

Highlights of our experience

An international distributor of alcoholic —beverages region wide support in respect of competition matters such as pouring status, exclusivity, challenging competitor for blocking the access to the market

Market leader bakery — on proceedings initiated in Hungary for cartel against 24 market players in respect of exchanging information in the framework of the meetings in trade association

A major Slovakian oil company — on proceedings initiated by the Slovak Competition Authority due to alleged abuse of dominant position

Major worldwide food and beverages company — reviewing their distribution agreement for their market practices in Romania

UK pharmaceutical producer — on abuse of dominant position in the Czech market concerning parallel imports of pharmaceuticals

An American pharmaceutical company — on competition law issues related to the European Commission investigation into the pharmaceutical sector, advising in various CEE countries in respect of their day to day operations (price maintenance, rebate schemes, exclusivity, etc.)

Banks financing the construction of the —Polish A4 motorway in connection with anti-trust proceedings against the motorway concessionaire for abusing its dominant market position

The world’s leading oil company — on competition aspects of distribution agreements for oil and lubricants

International oil & gas company — on requests for information from Ukrainian competition authority with regard to market research and concerted practices

Schlecker — on successfully defending client market leading statements in advertisements before Hungarian Competition Office

A European insurance company — on the procedure initiated in Russia for alleged anti-competitive agreements, including applying for leniency

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Specific focus on compliance

In terms of compliance services we offer:

Implementation of compliance programs: — setting up tailor made Codes of Conduct, holding compliance training sessions, setting up Ombudsman networks or whistleblower hotlines, etc.

Preparation for dawn raids: — holding dawn raid trainings, implementing dawn raid guidelines, setting up dawn raid response teams (internal and external), carrying out mock dawn raids

Carrying out internal competition audits: — reviewing agreements and other hard copy documents, interviews with employees, checking mailboxes and computer documents (IT audits), support in internal investigations

Our solutions are based on a broad experience of specific business environments and industry sectors. We offer integrated compliance advice through an interdisciplinary, multi-jurisdictional team covering the various vital areas of competition law affecting compliance issues.

Highlights of our experience

International baby food producer — on competition law compliance audit of distribution agreements and selling practices in Poland, including recommendations, post audit training for the sales staff and competition compliance manual

A major paints manufacturer — on a competition audit in Hungary and Czech Republic in order to find smoking guns in the business operation (checking e-mails and documents, interviews). Training of the sales force

We believe prevention is better than cure. We not only focus on problem solving but also on how to avoid problems in the future. We advise national and international organisations on all aspects of compliance affecting businesses across Europe.

Major transnational beer producer — on internal EU and national competition compliance, analysis of practices of its Ukrainian subsidiaries

Oil & Gas company — on the implementation of the internal policy related to dawn raid procedures in Ukraine

A major IT solution company — on setting up a dawn raid response program in Hungary

Germany based global player — implementation of a compliance program worldwide in more than 25 jurisdictions including CEE. Establishment of ombudsman network, training of employees, preparing guidelines, implementation of amnesty program

Consumer products company — on conducting competition law audit of their operations, including review of distribution contracts, internal communication and communication with suppliers and distributors

Europe’s largest chemicals distributor — CMS wide competition law compliance audit covering whole of Europe, including all CEE countries

Major software company — as a part of a crisis management package, advised in Bulgaria on how to act in course of dawn raid

Samsung — review of marketing policy and materials from competition and compliance perspective in Hungary

10 | CEE Competition

Highlights of our experience

A concessionaire of A1 motorway — in Poland on State aid aspects of Phase I and Phase II of the project, including working on notifications to the European Commission

Consortium including private equity managers —Mid Europa Partners in its bid to acquire ZSSK Cargo Slovakia (privatisation process), the main rail freight operator in Slovakia. The advice included State aid issues

Erste Bank — in relation to the State aid clearance procedure in the context of privatisation of Banca Comerciala Romana

Hankook — on monitoring compliance of an existing State aid contact in Hungary

The importance of State aid law has been brought into sharp relief in the latest global financial crisis, facing unprecedented challenges especially in the banking sector.

State aid is always an issue in privatisations, which are currently a hot topic in the newer EU economies. Government involvement, incentives and funding in major projects raise State aid issues for private sector bidders as well as for governments.

CMS CEE competition team members advise private and public companies as well as governments in all aspects of State aid law, and represent clients in State aid proceedings.

A group of Polish power generators and their —shareholders on the State aid investigation conducted by the European Commission in relation to Polish long-term power purchase agreements (PPAs) as well as the governments’ draft legislation on termination of PPAs. The work included representing clients in proceedings, preparing generators’ comments on the Commission’s preliminary decision and a broad analysis of the effects of the Commission’s potential negative decision

Joint venture between CEZ and JAVYS — (Slovak nuclear decommissioning agency) on State aid aspects of their joint venture and government support for it

The Czech State and the National Property Fund — on the sale of Boeing’s share in AERO Vodochody a.s. in connection with State aid

Česke aeroline a.s. (ČSA) — on State aid-related issues regarding rescuing and restructuring

An international oil and gas company — on the State aid aspects of a contemplated joint venture with the State-owned energy holding for operation of a gas storage facility in the Black Sea

State aid

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Public procurement

We advise contracting authorities, utilities and bidders in public procurement processes and represent them before national and EU institutions. Our teams handle every aspect of procurement advice, so we have a sound knowledge of the driving force and requirements of both purchasers and bidders.

Highlights of our experience

Siemens IT Services — on the public procurement tender regarding the implementation of the nationwide monitoring alarming IT communication system for the Directorate of National Catastrophic Defences of the Ministry of Interior

Roche — on a medical diagnostic outsourcing agreement concerning the operation of the diagnostic department of the Hajdú-Bihar County hospital; drafting and negotiating consortium agreement, outsourcing agreement and supply agreement

A major infrastructure company — in relation to the public procurement project for water and sewage services in five regions adjacent to Bucharest

Foster and Partners (UK) — in their public procurement project for design of two terminals at Varna and Burgas Airports (EUR 12 million)

The Czech Ministry of Finance — on the privatisation of Czech Airlines (ČSA) including preparation of the tender process

Nokia-Siemens Networks — on the public procurement tender regarding the implementation of the nationwide GSM-R telecommunication system for the Hungarian railways

The Ministry of Justice — in respect of public tender for the construction, financing, maintenance and operation of Courts of Justice in Úsi nad Labem and in Karlovy Vary. It is the first pilot PPP project in the Czech Republic in this area

Balkantel — a leading telecommunications provider to the Bulgarian armed forces, on their project for the upgrade of Graf Ignatievo, Krumovo and Bezmer Military Airports under NATO standards (over EUR 50 million project)

A major international consumer electronics —company with respect to a public procurement tender and subsequent bid challenge before administrative tribunals

Eurocopter (EADS Group) — on all stages, including numerous court actions, during the process of a successful tender bid in a competitive dialog formula for the delivery of 23 helicopters and a flight simulator to the Polish Ministry of Health (EUR 125 million)

Adding value

We have a number of value added services that we offer to our clients. We seek to identify these through feedback, transaction reviews and relationship meetings. Our approach is flexible and innovative, and we are always keen to develop services that provide value to our clients.

Seminar programme — – we have an established seminar programme in place and we will ensure that you are invited to these events. If you wish to receive an invitation to such events, please provide us with contact details of the relevant person at your company. Additionally, we would be happy to provide tailored seminars/training at your offices.

Reverse seminars — – we are committed to getting to know our clients on an ongoing basis. We would be keen to arrange reverse seminars where you present to us on your business issues.

Monitoring — – upon request we can monitor relevant publications and legal developments (e.g. concerning upcoming new legislation affecting your business).

International legal update reports — – report on international legal developments delivered directly to you (either electronically or in hard copy).

Library and know-how – we can offer free use of our library and subscription databases and precedent banks, affording you access to the wide range of knowledge resources at our disposal and potential savings in respect of your overheads.

Law-Now — – our market leading electronic information service provides regular updates on key legal issues. This free service enables you to remain up-to-speed with legal developments, tailored to you.

Training — – we see it as our objective to keep you up-to-date with important legal developments; we would be happy to do this in person, through tailored seminars or even via online webinars.

Guides — – we produce handy guides for our clients such as our popular Dawn Raid Response Pack and our CMS Merger Control Guide.

A leading force in utilities, energy, lifesciences and the State aid environment, CMS Cameron McKenna continues to earn accolades.

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Contact us

First points of contact

Susan HankeyHead of Competition UK & CEET +44 20 73 67-2960E susan.hankey@cms-cmck.com

Lilla KósaHUNGARYT +436 1 483 4800E lilla.kosa@cms-cmck.com

CEE competition contacts

Pavel HristovBULGARIAT +359 2 921 99-10E pavel.hristov@cms-cmck.com

Štěpán SvobodaCZECH REPUBLICT +420 2 967 98-871E stepan.svoboda@cms-cmck.com

Małgorzata SurdekPOLANDT +48 22 520-5589E malgorzata.surdek@cms-cmck.com

Małgorzata UrbańskaPOLANDT +48 22 520-5597E malgorzata.urbanska@cms-cmck.com

Horea PopescuROMANIAT +40 21 40 73-900E horea.popescu@cms-cmck.com

Yevgeny VoevodinRUSSIAT +7 495 786-3077E yevgeny.voevodin@cmslegal.ru

Nada SpustováSLOVAKIAT +421 2 32 33-3444E nada.spustova@rc-cms.sk

Olexander MartinenkoUKRAINET +380 44 391 33-77E olexander.martinenko@cms-cmck.com

14 | CEE Competition

Support from Brussels

CMS EU Law Office

The CMS EU Law Office in Brussels brings together lawyers from various jurisdictions within CMS practising EU and national competition law and provides a platform for the whole CMS Competition Team, including the CEE region, for managing relationships with EU officials and other decision makers in Brussels. The CMS EU Law Office focuses on EU competition law, State aid, EU litigation, and also advises on general EU and Trade law. The CMS EU Law Office also provides support in lobbying and World Trade Organisation matters.

Dr Michael Bauer CMS EU Law OfficeBELGIUMT +32 2 65 00-420E michael.bauer@cms-eulaw.com

… their ability to get to the crux of the issue. Understanding the business needs as well as explaining the law.

Bristol

AmsterdamUtrecht

Brussels

London

Edinburgh

Aberdeen

Arnhem

Antwerp

Paris

Leipzig

Lyon

Strasbourg

Madrid

Seville

Marbella

Casablanca

Algiers

Rome

Milan

Zurich

Ljubljana

Vienna Bratislava

Budapest

Zagreb

Sarajevo

Belgrade

Sofia

Bucharest

Prague

Warsaw

Kyiv

Moscow

São Paulo

MontevideoBuenos Aires

Shanghai

Beijing

Munich

Dresden

Berlin

Hamburg

DuesseldorfCologne

Frankfurt

Stuttgart

São Paulo

Buenos Aires

Montevideo

Beijing

Shanghai

CMS Legal Services EEIG is a European Economic Interest Grouping that coordinates an organisation of independent member firms. CMS Legal Services EEIG provides no client services. Such services are solely provided by the member firms in their respective jurisdictions. In certain circumstances, CMS is used as a brand or business name of some or all of the member firms. CMS Legal Services EEIG and its member firms are legally distinct and separate entities. They do not have, and nothing contained herein shall be construed to place these entities in, the relationship of parents, subsidiaries, agents, partners or joint ventures. No member firm has any authority (actual, apparent, implied or otherwise) to bind CMS Legal Services EEIG or any other member firm in any manner whatsoever.

CMS member firms are: CMS Adonnino Ascoli & Cavasola Scamoni (Italy); CMS Albiñana & Suárez de Lezo, S.L.P. (Spain); CMS Bureau Francis Lefebvre (France); CMS Cameron McKenna LLP (UK); CMS DeBacker (Belgium); CMS Derks Star Busmann (The Netherlands); CMS von Erlach Henrici Ltd. (Switzerland); CMS Hasche Sigle (Germany) and CMS Reich-Rohrwig Hainz Rechtsanwälte GmbH (Austria).

CMS offices and associated offices: Amsterdam, Berlin, Brussels, London, Madrid, Paris, Rome, Vienna, Zurich, Aberdeen, Algiers, Antwerp, Arnhem, Beijing, Belgrade, Bratislava, Bristol, Bucharest, Budapest, Buenos Aires, Casablanca, Cologne, Dresden, Duesseldorf, Edinburgh, Frankfurt, Hamburg, Kyiv, Leipzig, Ljubljana, Lyon, Marbella, Milan, Montevideo, Moscow, Munich, Prague, São Paulo, Sarajevo, Seville, Shanghai, Sofia, Strasbourg, Stuttgart, Utrecht, Warsaw and Zagreb.

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