PGS Software S A : Kandydatury zgłoszone przez INFINITAS FIZAN do Rady Nadzorczej PGS Software S. A.

KANDYDATURY ZGŁOSZONE PRZEZ

INFINITAS FIZAN DO RADY NADZORCZEJ PGS

SOFTWARE S.A.

Wojciech Kryński, FCCA

Professonal experience

2010-	Ground Frost Sp. z o.o. - managing partner,
	Wojciech's primary specialty is business reporting and valuations. He is an expert
	in the application of International Financial Reporting Standards and assists Polish
	and foreign stock listed companies and Polish branches of multinational
	companies in their reporting and accounting processes.
	He took part in a number of IFRS adoption processes which gave him an insight
	into the mechanics and pitfalls of the first time adoption. He supports Polish stock
	listed companies in their IFRS reporting including complex impairment and
	revenue recognition related issues.
	He has a proven track record in M&A advisory and led a number of due diligence
	transactions for Polish and international companies where acquisitions were both
	domestic and foreign. He took part in numerous share purchase agreements
	preparation and negotiations on the part of both buyers and sellers. Within
	Ground Frost, he is also the head of valuation and financial modelling team. He
	delivered advice in Poland, Ukraine, Romania, Serbia, Croatia, Nigeria, Ghana,
	Greece and other countries.
	Since the beginning of his career he has been involved with financial institutions.
	First as an auditor where he led audit projects for banks, insurers and fund
	managers. Later - as part of the finance team of Aviva in Poland and finally as a
	consultant. Over the last year he led M&A projects for PKO BP (the largest bank in
	Poland) including due diligence and portfolio valuations. He has been involved
	with M&A projects for mBank (a Polish subsidiary of Commerzbank) which include
	due diligence, negotiations and portfolio valuations. His other financial sector
	clients include Getin Bank, Idea Bank, MCI Management, Citibank, Alior Bank and
	Deutsche Bank where he delivers advice related to valuations, portfolio transfers
	and M&A.
	Wojciech advised on the valuation and reporting to a number of investment
	managers. He is a valuation expert of the Association of Polish Banks.
2004-2009	BPP Professional Education Sp. z o.o. Managing Director, Member of the Board.
	Company restructuring resulting in the development of the 2nd largest
	professional education player in Poland.
2003-2004	Commercial Union Polska Sp. z o.o., Deputy director Finance
	Head of IFRS implementation project in Polish Aviva Companies, leader of the
	consolidation software implementation project.
1998-2003	PricewaterhouseCoopers Sp. z o.o., Manger
	Managing the audit engagements, due diligence and accounting advisory projects.

Education

1998-2001	Fellow in the Association of Chartered Certified Accountants (ACCA)
1999-2000	University of Lodz, Faculty of Management, Post-graduate studies in accounting
	and financial management
1994-1998	University of Lodz, Faculty of Economics and Sociology, Finance and Banking

Other functions

2021-	External consultant on valuations - Polish Audit Oversight Agency
2020-	Member of the Audit Committee of the Ministry of Climate and Environment
2017-2019	Independent member of the Board, Chairman of Audit Committee, PKN Orlen SA
2018-	Independent member of the Board, Chairman of Audit Committee, MCI Fund
	Management Company SA
2017	Worldbank consultant in chartered accountants education reform project in
	Poland
2015-	Chairman of the Board, Matplaneta SA
2010-2016	Chairman of the Board Community School 2 in Warsaw (Pro-bono)
2008.06	Pro-bono trainer in audit and accounting in Nigeria and Ghana
2007.12-2008.03	Worldbank consultant in: Auditing and Accounting Reform, Phase 2 Education and
	Training project
2006	Highly commended in CIMA Tutor of the Year contest
2006-2007	Member of steering committee ACCA Poland
2005.05-2005.06	Interim Finance Director, Citiinsurance SA

Language

Polish	native
English	fluent
Russian	good

PERSONAL DATA:

Name:	KAROL SOWA
Date of Birth:
Phone no.
E-mail address:
EDUCATION:
24.10.2012		Admitted to practice as an Advocate in Poland.
2009 - 2012		Advocate traineeship with the Regional Bar Association in Warsaw.
2001 - 2007		Studies on the faculty of Law and Administration of the Warsaw University
		finalized with obtaining the degree of the Master of Law (a diploma with
		merits)
2006 - 2007		Alumni of the American Law School at the Warsaw University Law Faculty.
		Graduated as one of the top six students.
2006		English language course in the Solex Academy of English in Whelling IL,
		USA.
PROFESIONAL EXPERIENCE:
September 2007 - October 2016	employed at Weil, Gotshal & Manges - Paweł Rymarz sp. k.
				in Warsaw in the Corporate/Mergers & Acquisitions
				department.
November 2016 - present day	Head of M&A department and currently a Partner at Ożóg
				Tomczykowski law firm.
March 2018 - present day	independent supervisory board member of Kredyt Inkaso
				S.A. (publicly listed Company);
October 2018 -June 2019	supervisory board member of L'biotica S.A.

PROFESSIONAL EXPERIENCE:

Corporate/M&A Expertise:

• participation in over sixty public and private M&A projects for PE Funds, International Corporates as well as private business owners both on sell and buy side;
• running the M&A department comprising of 5-7 associates at Ożóg Tomczykowski for the last four years;
• experience in distressed M&A deals involving pre-pack purchases of enterprise or pre-bankruptcy investments into strategic companies.;
• general corporate advice for many corporate clients including international corporates, financial institutions (banks), PE Funds and Polish entrepreneurs;
• servicing various off-shore companies (mainly Cypriot, Dutch and Luxembourg) for the firm's clients.

Capital Markets Expertise:

• participating in the preparation several IPOs of companies on the Warsaw Stock Exchange;
• general corporate advice for public companies in the area of compliance, best practices, reporting obligations (MAR) and advising shareholders of public companies holding significant stakes of shares;
• representing clients in proceedings conducted before Polish Financial Supervisory Authority (KNF).

Other legal expertise:

• significant litigation expertise including advising various clients in relation to corporate disputes and negotiating settlements related to the investment agreements
• participation in one of the biggest pre-bankruptcy restructuring projects of a public construction company; and

Training:

• participation in a training "Significant block of shares of public companies" organised by Polish Financial Supervisory Authority;
• participation in a seminar "Practical aspects of filing for bankruptcy in Poland" organized by publisher C.H. Beck;
• participation in over forty in-house training sessions organized by Weil relating to legal issues relating to the various areas of practice of Weil.
• Participation in a 32h training "Company's Finances for managers for Non-CFOs"
• Participation in a training "Valuation methods of companies and enterprises for legal and tax advisors".

Legal Rankings:

• Individual commendation as one of the Top M&A experts in the "Mergers and Acquisitions" Ranking of Law Firms of "Rzeczpospolita" 2020 and 2021;
• M&A department of Ozog Tomczykowski classified in the IFLR1000 Rankings for 2019 and 2020 as other notable practitioners;
• Commendation for Ozog Tomczykowski law firm in the "Private Clients" , "Mergers and Acquisitions" and " Company and commercial law" categories in the Ranking
  of Law Firms of "Rzeczpospolita" for 2020 and 2021.

Publications:

• Publishing an article in "Puls Biznesu "How to prepare a family firm to a M&A transaction";
• Public presentations at conferences and meetings for clients relating to M&A topics (including Kongres "Sukcesja" in 2018).

HOBBIES:

Waiting for the kids to move out.