(NETE) Releases Open Letter to Shareholders

Open Letter to Shareholders Summarizes Recent Milestones

MIAMI, Oct. 21, 2014  — Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a technology-driven group specializing in mobile payments and value-added transactional services in emerging countries and in the United States, releases the following letter to Shareholders from the Company’s Chief Executive Officer, Oleg Firer:

Dear Net Element Shareholders,

I am writing you today for several reasons. The past several weeks have been very busy and productive, and I would like to highlight several achievements that have advanced the Company’s short-term and long-term position both financially and operationally.

Let me begin by first thanking all shareholders for their support. Making an investment is not a light decision and we value the trust you have put into Net Element’s operations, management and service offerings. We continually strive to increase both company and shareholder value, and we believe that you will find evidence of this mission in the achievements we made last month.

Significant Achievements

We kicked off a series of milestones in the month of September by announcing that we will integrate the Apple® Pay service offering into our point-of-sale payment acceptance hardware and software via Apple iPhone 6, iPhone 6 Plus and Apple Watch devices. Aligning Net Element’s services with one of the most reputable companies in the world is an achievement from which we expect to have long-term benefit.

In mid-September we finalized our debt exchange transaction with Crede Capital Group, LLC, eliminating $15,876,860 of debt from the Company’s balance sheet. This transaction, which will be reflected in our financial results for the quarter ended September 30, 2014, significantly freed up our cash flow position and strengthened our balance sheet by replacing debt with equity.

Towards the end of September Net Element secured a new $11 million credit facility from Russia’s largest private bank, Alfa-Bank. The financing supports our growth initiatives in Russia and the Commonwealth of Independent States and is specifically allocated to our TOT Money business, which in April 2014 launched a new cutting-edge platform for mobile commerce, direct carrier billing and payment processing. The credit facility not only strengthened our liquidity, but also facilitates TOT Money’s ability to attract new customers and take advantage of additional growth opportunities in the region.

We also filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”). If and when the SEC declares the registration statement effective, we will be able to raise up to $50 million, which we intend to use to execute our business strategy and invest in opportunities in mobile payments and value-added transactional services.

Also notable, brand exposure among the investment community is on the rise. In addition to SeeThruEquity, industry media outlets such as USA Today, TheStreet and 24/7 Wall St. also took notice of our progress and subsequent favorable trading activity following our news releases.

Collectively, these achievements allowed the Company to continue its momentum from our strong second-quarter performance. In the second quarter we received an additional $10 million financing from RBL Capital, after which Cayman Invest converted its $11.2 million of debt to equity. We also expanded our board of directors with the addition of Drew Freeman and William Healy, as well as launched an analytical toolbox product offering to our merchants.

The three months ended June 30, 2014, also marked Net Element’s first quarter of profitability as we reported net income of $1.3 million, or $0.04 per share, compared with a net loss of ($20.2 million), or $(0.72) per share, in the comparative second quarter. Due to restructuring of operations in Russia, second-quarter revenues decreased 12% to $4.9 million from $5.6 million in the second quarter of 2013. Liabilities decreased 40% to $22.8 million from $37.9 million at December 31, 2013. Working capital increased $8.3 million from ($8.0) million at December 31, 2013, to $0.3 million at June 30, 2014, primarily resulting from restructuring our indebtedness.

Outlook

Moving forward, Net Element aims to execute on its initiatives for accelerated growth with sustained profitability. Net Element management and board of directors are committed to reinforcing the company’s underlying business as well as identifying and pursuing strategic opportunities to increase shareholder value.

For the rest of 2014 and moving into 2015 we intend to explore opportunities and the application of our technologies that will continue to propel Net Element toward its potential in the exciting global mobile payments market.

My expectation is that 2014 will unlock additional opportunities that will undoubtedly serve to benefit all who are connected to the success of our Company. On behalf of the entire Net Element family, thank you for sharing in our success and being a partner in our future.

Warm Regards,

Oleg Firer, Chief Executive Officer
Net Element, Inc.
ofirer@netelement.com

About Net Element (NASDAQ: NETE)
Net Element (NASDAQ: NETE) is a global technology-driven group specializing in mobile payments and value-added transactional services. The Company owns and operates a global mobile payments and transaction processing provider, TOT Group. TOT Group companies include Unified Payments, recognized by Inc. Magazine as the #1 Fastest Growing Private Company in America in 2012; Aptito, a next generation cloud-based point of sale payments platform; and TOT Money, which has a leading position in Russia and has been ranked as the #1 SMS content provider by Beeline, Russia’s second largest telecommunications operator. Together with its subsidiaries, Net Element enables ecommerce and adds value to mobile commerce environments. Its global development centers and high-level business relationships in the United States, Russia and Commonwealth of Independent States strategically position the Company for continued growth. More information is available at www.netelement.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether Net Element or its business continues to grow, whether aligning the Company’s services with the Apple suite of products will result in benefits to Net Element and whether any additional financing can be secured by Net Element and whether such additional financing will be adequate to meet the Company’s objectives.  All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) Net Element ‘s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element ‘s ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element ‘s ability to successfully expand in existing markets and enter new markets; (iv) Net Element ‘s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element ‘s business; (viii) changes in government licensing and regulation that may adversely affect Net Element ‘s business; (ix) the risk that changes in consumer behavior could adversely affect Net Element ‘s business; (x) Net Element ‘s ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.