Kruk S.A. — M&A Activity 2016

May 20, 2016

Current report No. 45/2016

Date of preparation: May 20th 2016

Subject: Conclusion of the material agreement with subsidiaries fromEurobank Group

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

Text of the report:

With reference to the current report No 52/2015 dated July 31st 2015 andreport No 34/2016 dated April 27th 2016 referring to the Projectdescribed in them, the Management Board of KRUK S.A. (Issuer) would liketo inform that today, on the May 20th 2016 the material bindingagreement (Agreement) among Issuer's subsidiary ProsperoCapital S.a r.l.having its registered office in Luxembourg (Buyer) and entities of theEurobank Group in Romania: Bancpost S.A. and ERB Retail Services IFN S.Ahaving their registered office in Bucharest, and its Dutch subsidiaryERB New Europe Funding II B.V. having its registered office inAmsterdam, (the Sellers), was signed.

The subject of the Agreement is the acquisition of three portfolios ofreceivables (Receivables) which have a nominal value of EUR 597m (PLN2.6bn according to NBP exchange rate of May 20th 2016) for the pricespecified in the Agreement (Price). The Price will ultimately reflectthe agreed adjustments.

The investment project is intended to be realized in consortium withIFC, a member of the World Bank Group, with headquarters in Washington,DC, USA and KRUK S.A. subsidiary InvestCapital Malta Ltd. having itsregistered office in Malta (Investors). The investment share of KRUKGroup is about of EUR 46m (PLN 203m according to NBP exchange rate ofMay 20th 2016) (Share). The Share will reflect the above mentionedadjustments of the Price. Investors shall fund the Buyer on a pro ratabasis to the aggregate purchase Price that they agreed to pay as aconsideration for Receivables.

The closing of the Agreement is subject to the approval of the RomanianCompetition Council. The assignment of the Receivables will take placeafter receipt of Romanian Competition Council's approval and payment ofthe Price. According to the Agreement's provisions, the conditionsprecedents have to be met until the date of August 1st 2016. Otherwise,the Sellers and the Buyer may either mutually agree to extend theclosing of the Agreement beyond August 1st 2016, potentially with anagreed adjustment of the Price, or unilaterally terminate the Agreement.

The Agreement provides the contractual penalty of EUR 6,8m (PLN 30maccording to NBP exchange rate of May 20th 2016) to be paid by the Buyerin case the Sellers terminate the Agreement because the Buyer refuses ordoes not proceed to the closing for other reasons than due to the faultof the Sellers or a force majeure event. The Buyer shall be under noobligation to pay any amounts exceeding the above mentioned penalty.

The value of the concluded Agreement exceeds the threshold of 10% of theKRUK Group's revenue for the last four quarters which is the criterionfor recognizing the agreement as a material agreement.