Kruk S.A. — Capital/Financing Update 2016

Aug 4, 2016

Current Report No. 83/2016

Date: August 4th 2016

Subject: Fulfilment of notes issuance agreement's conditions and seniornotes issuance

Legal basis: Art. 17.1 of MAR - Inside information

Text of the report:

Further to Current Report No. 82/2016 of July 29th 2016 on senior notesissuance agreement (the Notes Issuance Agreement) concluded between KRUKS.A.'s subsidiary i.e. ProsperoCapital S.a r.l. having its registeredoffice in Luxembourg (the ProsperoCapital), the International FinanceCorporation, a part of the World Bank Group, with its headquarters inWashington, DC, USA (the IFC) and the Issuer's subsidiary InvestCapitalMalta Ltd. having its registered office in Malta (the ICM) (both calledthe Investors) the Management Board of KRUK S.A. (the Issuer) announcesthat on August 4th 2016 all conditions precedent listed in the NotesIssuance Agreement have been met.

In order to ensure management and servicing of the receivables, whichwere acquired by ProsperoCapital from entities of the Eurobank Group inRomania: Bancpost S.A. and ERB Retail Services IFN S.A having theirregistered office in Bucharest, and its Dutch subsidiary ERB New EuropeFunding II B.V. having its registered office in Amsterdam (theReceivables) a servicing agreement was concluded (the ServicingAgreement) between ProsperoCapital and the Issuer's subsidiary KRUKRomania S.R.L. (KRUK Romania) The intention to conclude the ServicingAgreement was mentioned by the Issuer in current report No. 45/2016 ofMay 20th 2016.

In order to ensure that the liabilities of ProsperoCapital under theNotes Issuance Agreement (the Liabilities) are fully and timelyperformed, ProsperoCapital concluded in favor of among others IFC andICM acting through a security agent: 1) a Romanian law governed firstranking movable mortgage agreement over: (i) the Receivables and therelated rights to be acquired by ProsperoCapital, (ii) ProsperoCapital'srights and claims under the Servicing Agreement and (iii) each ofProsperoCapital's bank accounts located in Romania as well as 2) aLuxembourg law governed bank account pledge agreement overProsperoCapital's bank account and 3) an English law governed deed ofcharge which is a first fixed security for the payment or discharge ofProsperoCapital's obligations under the senior notes (the Senior Notes).

Additionally KRUK Romania also concluded in favor of among others IFCand ICM acting through a security agent a Romanian law governed firstranking movable mortgage over KRUK Romania's bank accounts dedicated forservicing of Receivables acquired by ProsperoCapital and being servicedby KRUK Romania on the basis of the Servicing Agreement. (pledges andmovable mortgages together called the Pledges). The amount secured basedon the Romanian governed movable mortgage agreements is up to RON 324m(PLN 312,5m according to NBP exchange rate of August 4th 2016)representing the aggregate of principal amount of the Senior Notes andother liabilities of ProsperoCapital under the Notes Issuance Agreement.

The Pledges will secure the Liabilities from the signing date until allthe Liabilities will be unconditionally and irrevocably paid.

As Investors confirmed to ProsperoCapital that all conditions precedentlisted in the Notes Issuance Agreement have been met, on August 4th 2016they subscribed for the Senior Notes on a pro rata basis, which is 33per cent. in respect of IFC and 67 per cent. in respect of ICM and theSenior Notes issuance was declared successful.

All of Senior Notes with a nominal value equal to the issue subscriptionprice of RON 249,3m (PLN 240,4m according to NBP exchange rate of August4th 2016) were subscribed. The maturity day of Senior Notes is August3rd 2022.