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Kruk S.A. Capital/Financing Update 2016

Jun 22, 2016

5678_rns_2016-06-22_46ea925a-130b-4ec9-9e70-2e741e20b0a1.html

Capital/Financing Update

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Current Report No. 60 /2016

Date: June 22nd 2016

Subject: KRUK S.A. acquires shares in the increased share capital ofInvestCapital Malta Ltd., a subsidiary

Legal basis: Art. 56.1.2 of the Public Offering Act - Current andperiodic information

Text of the report:

The Management Board of KRUK S.A. ("Company") announces that on June22nd 2016 the share capital of Malta-based InvestCapital Malta Ltd.("InvestCapital"), KRUK S.A.'s subsidiary, was increased from PLN511,240,000 to PLN 778,240,000, through an issue of 2,670,000 new shareswith a par value of PLN 100 per share, and a total par value of PLN267,000,000.

All the new shares were acquired by KRUK S.A. The new shares represent34% of InvestCapital's share capital. The carrying amount of the sharesin the Company's accounting books is PLN 100 per share.

Following the share capital increase, KRUK S.A.'s direct holding inInvestCapital amounts to 7,782,399 shares with a par value of PLN 100per share, and a total par value of PLN 778,239,900. The total number ofshares held by KRUK S.A. both directly and indirectly is 7,782,400, andtheir total par value is PLN 778,240,000. The shares were acquired atpar value and paid for in cash.

The cash contribution was financed with proceeds from refinancing (bymeans of bank loans or bonds) of debt portfolios purchased by the KRUKGroup. The shares will be treated as a long-term investment. Fundsraised by InvestCapital will be used to finance debt portfolios,operating activities and a loan to be advanced to the Company'ssecuritisation subsidiary, ItaCapital s.r.l

Shares held directly by the Company represent 99.99% of the sharecapital and confer 100% of the voting rights at the general meeting ofInvestCapital. The remaining non-voting shares are held by SecapitalPolska Sp. z o.o., the Company's wholly-owned subsidiary. The totalnumber of shares held by the Company, both directly and indirectly,represents 100% of the share capital and confers 100% of the votingrights at the general meeting of InvestCapital.

The Company further informs that there are no personal links between theCompany and InvestCapital.

The criterion based on which the acquired shares are consideredsignificant assets is that the value of the shares exceeds 10% of theCompany Group's revenue for the last four financial quarters.

Detailed legal basis: Par. 5.1.1 of the Regulation of the Minister ofFinance of February 19th 2009 on current and periodic information [...]