Languages: German, English, French Contact: ,

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1 Jana Essebier Dr. Attorney at Law Partner Languages: German, English, French Contact: , General Jana Essebier specialises in banking and finance law. She regularly advises Swiss and foreign financial market participants on regulatory law and insolvency and restructuring as well as on litigious matters. One focus of her work is FinTech innovations, such as crowdfunding, mobile payment and blockchain, as well as providing legal advice to start-ups. In addition, she advises both financial market participants and investors on derivatives, structured products and other financial instruments. Her experience working in-house at a large international bank has proven invaluable to her clients. Jana is recognized by the Regulatory Board of the SIX Swiss Exchange as representative of issuers. In addition to her activities as an attorney, Jana publishes and speaks regularly on current regulatory issues as well as being an active lecturer in banking and capital market law at EXPERTsuisse. Education - DAS in Banking (2014) - Swiss Finance Institute (2013) - Second Bar Exam in Hamburg (2005) - University of Hamburg (Dr. iur., 2004) - First Bar Exam in Brandenburg (2000) - Universities of Potsdam and Geneva 1/7

2 Teams Banking and Finance, Compliance Support, Data & Privacy, Listed Companies, Mergers & Acquisitions, Private Equity, Venture Capital, Corporate Finance, Restructuring and Insolvency, Startup Desk, White Collar Crime Practice Areas Asset Management, Banking Law, Bankruptcy Law, Capital Markets, Collective Investment Schemes, Compliance Support, Data Protection, Financing, Insolvency Law, Insurance Law, M&A, Private Equity, Public Economic Law, Regulatory, Restructuring and Reorganisation, Stock Exchange Law, Venture Capital, White Collar Crime References Best Lawyers Switzerland 2017 Recommended for Insolvency and Reorganization Law. Global Restructuring Review' "40 Under 40" 2016 Selected as one of the world s leading young restructuring and insolvency specialists. IFLR Restructuring and insolvency 2017 "[The firm is] extremely professional, quick, and always available - even on short notice from our side." "[The capital markets team is] extremely thorough and able to grasp highly complex financial transactions very quickly." "[Jana Essebier is] very clever and quick to grasp complex issues." Chambers Global (2016) - "Banking & Finance" "A partner of the firm since January 2015, Jana Essebier holds Swiss and German qualifications and specialises in financial services regulation, restructuring and insolvency." Chambers Global (2015) - "Banking & Finance" "German-qualified Jana Essebier is regularly called on to advise on mandates involving Germany. She covers banking and finance, regulatory and restructuring matters and is recommended for her 'efficient and to-the-point advice.' " Chambers Global (2014) - "Banking & Finance" "Senior associate Jana Essebier is qualified to practise in Germany and Switzerland. She is experienced in handling transactions between the two countries." Deals Cedarlake acquires from Argos Soditic the majority of BMF Group Cedarlake Private Equity Fund I, advised by Rantum Capital, acquires from Argos Soditic Funds the majority of BMF Group AG, the world's third largest ropeway manufacturer with more than 320 employees and main registered seat in Flums, St. Gallen, Switzerland. The founding family Bartholet remains invested and the management team around Chairman Roland Bartholet is supporting the transaction. A strategic objective of the transaction was to enable the BMF group to enhance further its strategic development in China 2/7

3 and other strongly growing regions in Asia. VISCHER advises Cedarlake and Rantum, respectively. The VISCHER team led by partner Dr. Robert Bernet comprised Dr. Peter Kühn, Sebastian Flückiger, Ruben Masar, Aron Waltuch, Janique Bourgeois (Corporate/M&A), Marc Ph. Prinz and Florian Schaub (Employment), Dr. Jana Essebier (Finance), Klaus Neff (Merger control), Adrian Gautschi (IP) and Lukas Züst (China Desk). Appeal of creditors in OTC-derivatives dispute denied On 16 September 2016, the district court of Zurich fully dismissed the objection by the two single largest third-party creditors against the schedule of claims of Lehman Brothers Finance AG in liquidation. The supreme court of the Canton of Zurich upheld this decision and denied the appeal of both creditors in its judgement of 7 July The legal dispute concerns the determination of Loss under a 1992 ISDA Master Agreement. VISCHER represented and defended the interests of the estate in this case. The VISCHER team was led by Dr. Markus Guggenbühl (banking/finance), Dr. Jana Essebier (banking/finance and insolvency) and Dr. Christian Oetiker (litigation), all partner. LBF successfully settles dispute Lehman Brothers Finance AG in liquidation (LBF) successfully settled a longlasting legal dispute with a major US American bank. The main issues were the question whether the derivatives transactions in dispute were in fact concluded with LBF, the entitlement to pledged account balances in the bankruptcy of the account holding bank and the valuation of the derivatives. After part of the dispute ended following the withdrawal of the lawsuit filed by the bank against LBF with the Zurich District Court, the remaining differences were now settled by a payment to LBF. VISCHER represented LBF's bankruptcy liquidator PricewaterhouseCoopers AG and defended the interests of the estate in this case. The VISCHER team was led by Dr. Markus Guggenbühl and Dr. Jana Essebier (financial services) and Dr. Christian Oetiker (litigation). Julius Baer redeems Preferred Securities Julius Baer has redeemed the outstanding one million Non-cumulative Guaranteed Perpetual Preferred Securities with a liquidation preference amount of CHF 225 per security (the "Preferred Securities") on 2 December The total of one million Preferred Securities, which are not Basel IIIcompliant, was issued in December 2005 in connection with the acquisition of the SBC Wealth Management Group (UBS Private Banks and GAM) by the former Julius Baer Holding Ltd. The obligations related thereto were assumed by Julius Baer Group Ltd. in VISCHER advised Julius Baer with regard to this redemption. The VISCHER team comprised Dr. Markus Guggenbühl, Dr. Jana Essebier, Seraina Tsering and Dominic A. Wyss. Lamesa increases shareholding in Züblin to 37.44% SIX listed Züblin Immobilien Holding AG successfully placed new registered shares in the capital increase at the offer price of CHF 0.05 per offered share new registered shares corresponding to 92.36% of the total shares offered were subscribed by Lamesa Holding S.A, owned by Viktor F. Vekselberg, and other investors by exercising pre-emptive rights during the rights exercise period while the remaining new registered shares were placed in the share offering and purchased by Lamesa Holding S.A. Lamesa s shareholding in Züblin thereby increased to 37.44% following the capital increase. The net proceeds of approximately CHF 70 million will be used to repay the shareholder loan granted by Lamesa Holding S.A., for the financing of potential acquisitions to further develop and grow Züblin s investment portfolio and for other corporate purposes. VISCHER advised Lamesa Holding S.A. in this transaction. The VISCHER team comprised Robert Bernet (lead), Dr. Markus Guggenbühl, Dr. Jana Essebier, Dr. Peter Kühn and Julian Merz. 3/7

4 Another litigation success in the Lehman Brothers-mandate In the Lehman Brothers-mandate, VISCHER has achieved another litigation success. The Zurich District Court has dismissed an action challenging the schedule of claims ("Kollokationsklage") of an important foreign investment bank in the amount of CHF 37 Mio. in the first instance. The proceedings were about alleged claims under US securities law in connection to futures Transactions. The VISCHER team was led by Dr. Christian Oetiker (Dispute Resolution), Dr. Markus Guggenbühl and Dr. Jana Essebier (both Capital Markets), supported by the US law firm Venable. Respondent was represented by Homburger and Sullivan & Cromwell. SECO advises in order to strenghten risk capital financing and crowd funding in Switzerland VISCHER advises SECO Staatssekretariat für Wirtschaft (Swiss Federal government agency for economy) re the regulatory and fiscal environment for risk capital funds and crowd funding both in Switzerland and in the European Union. The results of our work are presented in form of a discussion paper, including detailed proposals for legislative and administrative need for actions in order to strengthen risk capital financing and crowd funding in Switzerland. The team is led by Dr. Stefan Grieder. Other team members include Nadia Tarolli (Tax) and Dr. Jana Essebier (Regulatory). Ongoing advice to PricewaterhouseCoopers AG in connection with the bankruptcy procedures involving the Lehman Brothers entities in Switzerland VISCHER continues to advise PricewaterhouseCoopers AG acting as the liquidator of Lehman Brothers in Switzerland on panoply of regulatory and legal issues in connection with the ongoing bankruptcy procedures involving the Swiss Lehman Brothers entities, such as the unwinding of debt, derivatives and other related intra group and third party creditor transactions. The firm's more recent assignments included advice related to the collocation plan, the collection of claims and support of the liquidator in its negotiations with third party and intra group creditors, including the parent company Lehman Brothers Holding Inc. and Lehman Brothers International (Europe) (in administration), the largest European affiliate. The firm also represents the Swiss Lehman estate in some of the collocation proceedings currently pending before the competent Swiss court. The team is led by Dr. Markus Guggenbühl and includes Dr. Christian Oetiker, Dr. Jana Essebier, Barbara Meyer, Dr. Peter Kuehn, Nicolas Facincani, David Weber, Peter Hostansky, Sandra Altherr, Leticia Morais. Advice to Helvetia Insurance regarding regulatory matters and financing transactions VISCHER advises Helvetia on a variety of legal and regulatory issues including the impact of the most recent regulatory changes affecting the insurance industry in Switzerland and abroad. We regularly provide advice in the negotiations of standard agreements on derivative transactions and securities lending and with regard to investments in structured products and other complex financing transactions. The team is led by Dr. Christian Oetiker and Dr. Markus Guggenbühl and includes Dr. Jana Essebier and Dr. Peter Kuehn. Establishment of large single investor umbrella fund VISCHER advises a large Swiss pension fund on the establishment of a single investor umbrella fund with a portfolio in excess of CHF 2 billion, approved by the Swiss supervisory authority FINMA (including negotiation of documentation/agreements with leading asset managers). The team is led by partner Dr. Adrian Dörig and includes associate Dr. Jana Essebier. Repower bundles energy production projects and portfolio in Repartner Produktions AG and subsequentely sells share participations of Repartner to Liechtensteinische Kraftwerke (LKW) and IBAarau. VISCHER advises Repower on all corporate, regulatory and tax aspects in the structuring and formation of Repartner Produktions AG, an innovative partnering model to offer Swiss and foreign energy suppliers access to Repower's energy production plants and projects, and the subsequent sale of 4/7

5 share participations of Repartner to Liechtensteinische Kraftwerke (LKW) and IBAarau. The VISCHER team is led by partner Robert Bernet (Corporate(M&A) and comprised Christoph Niederer (Tax), Jana Essebier (Banking&Finance), Michael Waldner (Regulatory) and Marius Meier (Corporate). Vincorex stake acquired by Kyte Group Ltd VISCHER advises Vincorex, a leading proprietary high frequency stock trader, and their major shareholders in the share acquisition and investment by UK Kyte Group Limited. The VISCHER team is led by partner Robert Bernet (Corporate/M&A) and further comprised Jana Essebier (Banking/Finance) and Peter Kühn (Corporate/M&A). German private equity firm HANNOVER Finanz GmbH acquires the hardware business from California based and LSE listed Kofax plc. German private equity firm HANNOVER Finanz GmbH acquires the hardware business, comprising certain legal entities, the personell and assets and liabilities in 19 locations throughout EMEA, from California based and LSE listed Kofax plc for a gross consideration of USD 23.3m. VISCHER advises HANNOVER Finanz GmbH in this transaction. The team is led by partner Robert Bernet and further comprises Jana Essebier, Matthias Glatthaar (Corporate/M&A), Christian Wyss (IP/IT) and Gili Fridland Svensson (Employment). Practice - Secondment with UBS Investment Bank London in the derivatives, structured products and structured funds department - Law clerk with White & Case LLP, Hamburg, and Gide Loyrette Nouel, Paris - Notary public clerk in Hamburg - Court clerk - Lecturer at the Institute for Comparative Law of the University of Paris II - Research assistant to the Law Faculty of the University of Potsdam (in private international law) and to the Max Planck Institute for Foreign Private Law and Private International Law, Hamburg Memberships in Associations - Zurich Bar Association - Swiss Bar Association - Association of German and Swiss Lawyers (DSJV) - Hanseatic Bar Association Hamburg - International Bar Association (Officer of the Insolvency Section) - <span lang="de" style="font-size:10.0pt; font-family: "Verdana",sansserif; color:#656565">crypto Valley Association</span> 5/7

6 About VISCHER We effectively support our clients in a solution oriented manner in legal, tax and regulatory matters. Our lawyers, tax experts and notaries are organized in the specialist practice teams listed below, each led by an experienced partner. This enables us to individually tailor our services to meet the requirements of the individual project in the most effective manner. Our offices are located in Zurich and Basel, the two largest business centers of Switzerland. Independence is a key factor for the optimal protection of client interests. We therefore put great value on a very high conflict of interest standard that is no longer obvious in the international legal industry. In order to also remain independent in transborder transactions, we have built up our own global network of foreign law firms enabling us to select our foreign attorneys based exclusively on the requirements of the individual mandates and without having to take into consideration the instructions of a law firm group or a network organization. - Antitrust and Competition - Aviation - Banking and Finance - China Desk - Civil Law Notaries - Compliance Support - Corporate and Commercial - Data & Privacy - Employment Law - Energy - Health Care - Immigration - Information and Communication Technology - Intellectual Property - Life Sciences, Pharma, Biotech - Listed Companies - Litigation, Arbitration - Media and Entertainment - Mergers & Acquisitions - Pension Funds - Private Clients - Private Equity, Venture Capital, Corporate Finance - Public Sector and Regulatory - Real Estate - Restructuring and Insolvency - Sports Law - Startup Desk - Tax - White Collar Crime Zürich VISCHER AG Schützengasse Zürich Switzerland Tel Fax Basel VISCHER AG Aeschenvorstadt Basel Switzerland Tel Fax /7

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