Kruk S.A. — Capital/Financing Update 2016

Jun 23, 2016

Current Report No. 64/2016

Date: June 23rd 2016

Subject: Execution of a significant debt assignment agreement with BancaMonte dei Paschi di Siena S.p.A.

Legal basis: Art. 56.1.1 of the Act on Public Offering - Insideinformation

Text of the report:

The Management Board of KRUK S.A. (the Issuer, the Company) announcesthat on June 23rd 2016 ItaCapital s.r.l. of Milan (ItaCapital, theBuyer), a subsidiary of the Issuer, having closed the negotiations withBanca Monte dei Paschi di Siena S.p.A. of Siena (the Bank) and havingobtained the necessary corporate approval, signed a debt assignmentagreement with the Bank (the Agreement).

Acting in accordance with Art. 57.1 of the Act on Public Offering [...],dated July 29th 2005, and Par. 2.1 of the Minister of Finance'sRegulation on the type of information that could prejudice legitimateinterests of issuers [...], dated April 13th 2006, on June 21st 2016 theCompany delayed the publication of information on the negotiations andtheir circumstances as its publication could adversely affect theprogress or outcome of the negotiations and thus prejudice the Company'slegitimate interests, and also because the Company was required toobtain the necessary corporate approval.

The Agreement provides for the acquisition of unsecured consumer debtswith a total value of approximately EUR 352 m (PLN 1.5bn, as translatedat the mid-exchange rate quoted by the National Bank of Poland for June23rd 2016), for approximately EUR 50.6m (PLN 221.6m, as translated atthe mid-exchange rate quoted by the National Bank of Poland for June23rd 2016) (the Price).

The Agreement is subject to a condition precedent that the debts coveredby the Agreement will be assigned to the Buyer upon payment of thePrice. Pursuant to the Agreement, the Price will be paid by June 28th2016.

The Agreement provides that it may be terminated early if the agreedPrice is not paid. The Agreement does not provide for any contractualpenalties.

Other terms and conditions of the Agreement do not differ from thosecommonly used in agreements of such type.

The value of the Agreement exceeds 10% of the Group's revenue for thelast four financial quarters, which is the criterion for considering theAgreement as material.