News from the Wire

Net Element to acquire PayOnline

Thursday, May 28, 2015 — 12:18:29 (EDT)

Miami, May 27, 2015 -- Net Element, Inc. (NASDAQ: NETE) ("Net Element" or the "Company"), a global technology provider in mobile payments and value-added transactional services announces the execution of definitive documentation to acquire PayOnline, a leader in online transaction processing services and payment technology for up to $8.4 million in total consideration.

The closing payment is $3.6 million cash, which has been paid into escrow and $3.6 million in stock. Additional consideration from earn-out incentives up to $1.282 million in cash and stock based on performance.

Net Element is entitled to the full economic benefit from the acquisition of PayOnline from the effective date of the Acquisition Agreement.

PayOnline processes online payments for over 10 million active consumers and thousands of merchants in the Russian Federation, Europe and Asia.

The 2014 McKinsey Global Payments Map released October 2014, states Russia is the world's 6th largest payments market, accounting for $50 billion in payments with a rapidly growing online population. Card issuance is growing at 30% per year.

Net Element plans to integrate PayOnline leading payments platform into its existing global payments-as-a-service network to expand its transaction processing offerings.

Upon the closing of the acquisition, the Company will be able to sell its mobile payment services to PayOnline's merchants who process transactions for 10+ million active Russia, Asia and Europe consumers.

Upon the closing of the acquisition, Net Element global merchants will have access to a broad array of value-added services including card2card transfer, payment split and the highest level of data security (Validated Level 1 PCI DSS Compliance).

Also, because of their direct agreements with European and Russian Federation banks, PayOnline's thousands of merchants will be able to transact in the U.S. while Net Element's U.S. merchants will have an ability to transact in Asia, Europe and Russia.

"PayOnline and Net Element's assets are highly complementary and we can now leverage them to grow revenues by attracting more merchants and consumers to our omni-channel payments platform," comments Oleg Firer, CEO. "Well deserved congratulations to all involved in bringing this transaction to a successful signing."

Additional terms of this acquisition are disclosed in Net Element's Form 8-K filed with the SEC today.

The parties intend to close this acquisition as soon as the customary closing conditions are satisfied.

PayOnline majority shareholder Social Discovery Ventures ("SD Ventures"), who now becomes a Net Element shareholder, and Net Element intend to collaborate on business with SD Ventures' other portfolio companies including Shocase, Shazam and Anastasia Date.

About Net Element

Net Element (NASDAQ: NETE) is a global payments-as-a-service, technology provider with an integrated mobile and transactional services platform. Its wholly owned subsidiary, TOT Group operates Aptito providing transaction processing and value-added services utilizing a next generation, cloud-based, point of sale payments platform. We also operate TOT Money, a leading mobile payments service provider that has been ranked in the Top 3 mobile payments providers by Beeline, Russia's second largest telecommunications operator and, upon the closing of this acquisition, PayOnline which is a leading online payment solution in Russia today. Further information is available at www.netelement.com .

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Source: Company press release.