POLAND Law and Practice Contributed by: Wojciech Trzciński, Łukasz Łyczko, Konrad Frąckowiak and Katarzyna Kaczmarzyk, PwC Legal Business Solutions
of units/shares of the EU AIF in Polish territory, making payments of the amounts related to repur - chasing the units/shares of the EU AIF, and other general information referred to in the IFA. • The possibility of exercising rights related to the investment in units/shares of the EU AIF (includ - ing lodging complaints), together with easy access to procedures and information concerning the exercise of investors’ rights (including the right to complaints). Information concerning the obliga - tions of the EU AIF fulfilled through the established technical and organisational solutions on a durable information carrier/information exchange with the PFSA must be accessible. In addition to this, general legal provisions related to unfair market practices or consumer protection will apply. 4.5 High Net Worth or Retail Investors There are no specific products or distribution channels for high net worth and retail investors; standard prod - ucts and distribution channels are used to approach such investors. 4.6 Private Placements Following Regulation 2017/1129, any communication to persons in any form and by any means that pre - sents sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for those securities should be treated as a “public offer”. In line with EU regulations, an offering could be con - sidered in the context of a “private placement” when it qualifies for an exemption from prospectus publica - tion requirements. These exemptions may apply, for example, when an offering is addressed to fewer than 150 identified investors within a 12-month period, or exclusively to qualified investors as defined by Regu - lation 2017/1129. Further exemptions exist – eg, for offerings where investors acquire securities worth at least EUR100,000, or with a nominal value of at least EUR100,000, or when the total value of the offering does not exceed EUR1 million (with an allowance for a simplified offer - ing document for offerings up to EUR1 million). EEA
AIFs can generally be marketed in Poland if their AIFM adheres to EU regulations. It is important to note that the definition of a “public offer” is broad, and exemp - tions from the prospectus requirement should be interpreted narrowly. 4.7 Compensation and Placement Agents An investment firm may entrust a natural person, a legal person or an unincorporated organisational enti - ty, by means of a contract concluded in writing, to act as an intermediary in the name and on behalf of and for the account of the investment firm on a regular or periodic basis in relation to the activities carried out by that investment firm (agent for the investment firm). Agents may also be subject to a licensing regime and their scope of activities may be limited, depending on the individual case. The remuneration policy should ensure a flexible pol - icy regarding remuneration components dependent on results, including the possibility of non-payment, withholding and refund. 4.8 Tax Regime for Investors Polish tax-resident investors are, in principle, taxable on the distributions of the AIF and capital gains from a disposal/redemption of participation units/investment certificates/shares of the AIF. The applicable tax rate is 19% on gains. Non-resident investors may be taxed in Poland in certain cases (in particular, if the given investment certificates are listed on the Warsaw Stock Exchange). In such cases, taxation may be mitigated subject to the availability of double tax treaty protec - tion and the provisions thereof. Some rules apply to all investors; however, some exemptions are available. Resident pension funds are exempt from tax, irre - spective of the source/type of income (ie, subjective exemption). Resident investment funds may benefit from a similar exemption (if they are of an open-end - ed nature) or an objective exemption (where some types of income are not covered – for example, inter - est income from securities issued by tax-transparent entities). As regards non-resident entities, similar exemptions are applicable to pension and investment funds, although some additional requirements will apply (eg,
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