Report No. 76/2013

Legal basis:

Article 56 Section 1 item 1 of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies of 29 July 2005 – confidential information

The report:

The Management Board of Powszechna Kasa Oszczędności Bank Polski S.A. („PKO Bank Polski” or the „Bank”) hereby announces that on 7 November 2013 the Bank entered into an agreement (the “Agreement”) with EVO Payments International Acquisition, GmbH with its seat in Germany (the „Investor”) a subsidiary of EVO Payments International, LLC with its seat in the United States (“EVO”) and with EVO (the Bank, the Investor and EVO hereinafter jointly referred to as the “Parties”) relating to the acquisition by the Investor of shares in the limited liability company which will be incorporated as a result of the transformation of the joint stock Centrum Elektronicznych Usług Płatniczych “eService” Spółka Akcyjna into a limited liability company (Pol. “spółka z ograniczoną odpowiedzialnością”) (the “Company”).

The shares being the subject matter of the Agreement will constitute 66% of the share capital of the Company and will give right to 66% of the votes in the Shareholders Meeting of the Company (the “Shares”).

The completion of the Agreement and the transfer of Shares (the “Closing”) is subject to: 1) obtaining of the required approvals from competent antimonopoly authorities and 2) registration of the transformation of eService S.A. from a joint stock company into a limited liability company (conditions precedent).

Pursuant to the Agreement the price for the sale of Shares shall be equal to the amount of USD 113.5 million increased by the amount of extraoperational cash that will be in the Company at Closing (the “Price”). Moreover the Agreement provides for an earn-out mechanism allowing for an adjustment to the Price based on future financial performance of the Company.

Moreover the Parties have agreed that the following agreements will be executed at Closing:

1) a shareholders’ agreement governing the rules of cooperation, including decision making, by the Bank, the Investor and the Company in connection with the equity interests held by the Bank and the Investor in the Company;

2) an alliance agreement setting forth the rules for business cooperation, including marketing cooperation, between the Bank and the Company; the alliance agreement will be concluded for the period of 20 years

(jointly the “Ancillary Agreements”).

The Bank will have towards the Investor a put right in respect of the 34% of shares in the Company that will be held by the Bank after Closing (the “Put Right”). The Bank will be entitled to exercise the Put Right at its own discretion. The Put Right in respect of 14% of shares in the Company that will be held by the Bank after Closing may be exercised after the lapse of the 48 months period following Closing and the Put Right in respect of the remaining shares in the Company that will be held by the Bank after Closing may be exercised after the lapse of the 72 months period following Closing. The Put Right may not be exercised after the 10^th anniversary of Closing.

The Agreement and the Ancillary Agreements will constitute the contractual framework for a strategic alliance between the PKO Bank Polski Group and the EVO Group in the field of merchant acquiring and payment services. The Parties intend the Company to be a platform for further development of the Parties’ merchant acquiring business in the CEE Region.