Current Report No. 120/2016 :Subscription and offering of Series G shares and execution by the Company of agreement with advisors on private placement of new Series G shares

Further to Current Report No. 113/2016 of November 29th 2016, which contained information on resolutions passed on November 29th 2016 by the Extraordinary General Meeting of Kruk S.A. (Company), including Resolution No. 4 concerning the issue of Series G ordinary bearer shares (Issue Resolution), the Company's Management Board announces that a decision has been made to open the subscription and offering of no fewer than 1 and no more than 1,000,000 Series G ordinary bearer shares, with a par value of PLN 1 per share, (Series G Shares) through private placement within the meaning of Art. 431.2.1 of the Commercial Companies Code of September 15th 2000 (Offering).

The Offering, which will be commence immediately upon publication of this current report, will be conducted through accelerated bookbuilding among Eligible Investors designated by the Management Board, in accordance with the Issue Resolution. All Series G Shares will be offered at the same issue price, which will be set by the Management Board based on results of the bookbuilding process, so as to ensure maximum proceeds from the issue of Series G Shares and a minimum discount, if any, to the market price,

Under the Issue Resolution, the Eligible Investors who are shareholders in the Company shareholders as at the record date for participation in the Extraordinary General Meeting that will pass the resolution on increasing the share capital through the issue of Series G Shares (Record Date for the Right of First Refusal) (Eligible Investors Holding the Right of First Refusal) and who meet the criteria for participating in the offering of Series G Shares, as specified in the resolution, will have the right of first refusal to subscribe for Series G Shares. In accordance with the proposed terms, an Eligible Investor Holding the Right of First Refusal will have the right of first refusal to subscribe for such number of Series G Shares as will be the product of: (a) the ratio of the number of Company shares held by such Eligible Investor Holding the Right of First Refusal on the Record Date for the Right of First Refusal to the number of all Company shares existing on the Record Date for the Right of First Refusal, and (b) the final number of offered Series G Shares determined by the Management Board, subject to rounding in accordance with the rules set out in the resolution. The ability to exercise the right of first refusal will depend on fulfilment of the conditions specified in the Issue Resolution.

The Company will apply for the admission and introduction of Series G Shares and, if the regulatory requirements for such submission and introduction are met, of allotment certificates to Series G Shares (Allotment Certificates) to trading on the regulated market operated by the Warsaw Stock Exchange (WSE) (Admission). For the purposes of the Offering and the Admission, the Company is not required to publish a prospectus or information memorandum, and it will not engage in any promotional activities in relation to the Offering or Series G Shares.

The Company's Management Board further reports that, as one of the steps taken to give effect to the Issue Resolution, on December 15th 2016 the Company entered into a share placement agreement (Placement Agreement) with WOOD & Company Financial Services, a.s. Spółka Akcyjna Oddział w Polsce of Warsaw, and Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział- Dom Maklerski PKO Banku Polskiego of Warsaw (Advisors). Each of the Advisors will act in the Offering as Joint Global Coordinator and Joint Bookrunner. Pursuant to the Placement Agreement, the Advisors undertook to provide services for the purposes of placing Series G Shares on the terms stipulated in the agreement, including in particular to exercise due care in soliciting potential investors and ensuring that such investors subscribe and pay for the shares. However, the Advisors are in no way obliged to guarantee success of the issue of Series G Shares. The Placement Agreement includes standard obligations of the Advisors, typically found in similar agreements concluded as part of transactions similar to the offering of Series G Shares, including conditions relating to the occurrence of force majeure events and of a material adverse change in the Company's standing. The Placement Agreement also includes representations and warranties relating to the Company, its Group and operations thereof, whose scope and nature is typical for representations and warranties made by securities issuers in agreements of this type concluded as part of transactions similar to the offering of Series G Shares. The Placement Agreement is governed by the Polish law. Under the Placement Agreement, the Advisors and other persons specified in the Placement Agreement will be indemnified against certain claims, liabilities or costs which might be sought against or raised by the Advisors or such other persons in connection with the Placement Agreement. In connection with the Placement Agreement, the Company has assumed a lock-up obligation with respect to the Company shares which will remain in force for a period of 180 days from the date of the Placement Agreement.

This current report was prepared in compliance with the provisions of Art. 17.1 of MAR; it is for information purposes only and does not constitute, whether directly or indirectly, an offer to buy or subscribe for, or the making available of information to promote the purchase or subscription for, or an inducement of the purchase or subscription for, any securities in Kruk S.A. of Warsaw. This material or any part hereof is not intended for distribution, whether directly or indirectly, in or to the United States or any other jurisdiction where public distribution of the information contained in this material may be limited or prohibited by law. The securities described in this material have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.