Kruk S.A. — M&A Activity 2016

Apr 18, 2016

Current Report No. 31/2016

Date: April 15th 2016

Subject: Acquisition of shares in Presco Investments S.ar.l.

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

Text of the report:

Further to Current Report No. 91/2015 of December 23rd 2015 concerningthe conclusion by KRUK S.A.'s subsidiary SeCapital S.à r.l. (Buyer) ofthe Investment Agreement (Agreement) with Presco Investments Limitedwith its registered office in Malta (Seller), the Management Board ofKRUK S.A. (Company) announces that today it has signed a statement tothe effect that the condition for the transaction closing was fulfilledand the ownership of the shares was transferred, whereby the ownershiptitle to 390,050 shares in Presco Investments S.à r.l., free and clearof any encumbrances, restrictions and third-party rights, with a totalpar value of PLN 39,005,000, was transferred to the Buyer; along withthe right to the debt portfolios of P.R.E.S.C.O. Investment I NS FIZpurchased on the Polish market.

As at the transaction closing date, the acquisition price of the shareswas PLN 193,7m (Price) and it has been reduced by Seller's dividend fromPresco Investments S.a r.l.'s profit for the year 2015 in the amount ofPLN 3,58m.

The price will be paid within 15 business days of the date, fallingafter the transaction closing date, on which the confirmed updated debtdatabase is delivered to the Buyer. The price will be reduced by the PLN15m prepayment made by the Buyer on January 6th 2016 and by the amountof PLN 31.4m deferred until 2017-2022 in order to secure performance ofthe Agreement.

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

The acquisition of the assets is financed with the Buyer's internallygenerated funds. In SeCapital's accounting books, the carrying amount ofthe assets is PLN 193,7m.

The only personal link between the Company and its subsidiary is that,as of today (April 15th 2016), one of the Members of the Company'sManagement Board is also a Member of the Management Board of PrescoInvestments S.à r.l. of Luxembourg.

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