1. Preparatory stage:

• Preparation of the bid by the bidder (study, public sources due diligence and arranging financing).
• The bidder approaches the target and/or its key shareholders.
• Conclusion of the non-disclosure agreement.
• Engagement of a Polish investment firm (securities broker) to act as an intermediary in the bid.
• Appointment of the relevant advisers.
• Due diligence of the target company.
• Preparation and negotiations with the target and/or its key shareholders of transaction documents.
• Preparation of a takeover circular.
• Preparation and negotiations of an acquisition finance package.
• Establishment of collateral for the tendered shares.
• Preparation of an antitrust clearance notification and/or other regulatory filings (e.g., FDI) (if required).

2. Execution stage:

• Entering into transaction documents, i.e. share transfer undertakings, non-disclosure agreements, term sheets, preliminary agreements with key shareholders (which may trigger information disclosure obligations under the Market Abuse Regulation).
• The broker, on behalf of the bidder, informs the PFSA of the acquirer's intention to announce the takeover bid and delivers a takeover bid circular and a document confirming the establishment of the collateral in electronic form via the system available on the PFSA website (not later than 17 business days prior to the expected date of the takeover bid announcement).
• Immediately (but not later than 24 hours after the above) the investment firm submits to an information agency (i.e., the Polish Press Agency) information relating to the acquirer and the broker, the number of tendered shares, the price and the exchange ratio, which are then published by the information agency and on the broker's website.
• No filing with the target is required. The target learns of the bid through newswires and other public sources.
• Counter-bids and higher bids can be filed at any time. 

3. Review of the takeover circular by the PFSA:

The PFSA can comment on the takeover circular, ask for explanations or request changes in the collateral (within 10 business days from submission, but this period may be extended to 15 business days).

4. Announcement of the bid:

• After 17 business days from informing the PFSA of the intention to announce the takeover bid, the takeover bid circular has to be published by at least one information agency and on the broker's website.
• From then on, the bidder can no longer withdraw the bid (except in certain limited circumstances, in the case of a counter-bid, for example).

5. Opinion of the target's management board:

• The target's management board provides its opinion on the takeover bid. The opinion discusses the impact of the bid on the target's business, perspectives, employees and location of facilities. The opinion also includes the board's opinion on whether or not the proposed purchase price is fair. Third party fairness opinions are optional (but recommended given board duties, including acting in the best interests of the company and potential liability).
• The opinion of the management board should be issued within 14 days of the announcement of a takeover bid and announced publicly, as well as submitted to the PFSA.
• The opinion is not approved by the PFSA. It only serves as guidance to shareholders and does not have any direct impact on the procedure or purchase price in the takeover bid.

6. Launch of the subscription period:

• The subscription period starts not earlier that on the first and not later than on the fifth working day after the announcement of the takeover bid.
• Duration: not less than 30 days and not more than 70 days.
• In the case of a voluntary (prior) takeover bid, the subscription period may be extended up to 120 days, especially if all the required conditions precedent to the bid (e.g., merger approvals) have not been fulfilled or, if in the course of the takeover bid, a risk materializes affecting the realization of the goal of the offer.
• A subscription period may be shortened if, before its expiry, all the remaining shares in the target have been subscribed for in response to the takeover bid.

The broker publishes on its website information about the prolonged subscription period (not later than seven days before the date of expiry of the original period) or a shortened subscription period (not later than seven days before the date of expiry of the shortened subscription period) and communicates it to the information agency.

7. Purchase of shares tendered in the takeover bid within three business days from the end of the subscription period.

8. Publication of results of the takeover bid within four business days from the end of the subscription period (where relevant: publication of information about fulfilment of conditions precedent to the takeover bid, at the deadline indicated in the takeover bid).

9. Settlement of purchase of shares within three business days of the purchase:

• Payment of purchase price to shareholders who accepted the bid.
• Legal acquisition of purchased shares by the bidder.

10. Squeeze-out if the bidder acquired at least 95% of the total number of votes in the target - request from the bidder addressed to the minority shareholders to sell their shares to the bidder submitted within three months following acquisition of 95% of the total number of votes in the target (see point 7.1 below).

11. Sell-out if the bidder acquired at least 95% of the total number of votes in the target - request from minority shareholders to the bidder to buy their shares filed within three months following acquisition by the bidder of 95% of the total number of votes in the target (see point 7.2 below).