<PAGE>   1
                                               Filed pursuant to Rule 424(b)(1)
                                               Registration No. 333-18121

 
PROSPECTUS
 
                                      LOGO
 
                                5,300,000 SHARES
 
                                  COMMON STOCK
                            ------------------------
 
     Of the shares (the "Shares") of Common Stock (the "Common Stock") being
offered in the Offering, 3,038,650 shares are being offered by Euronet Services
Inc. ("Euronet" or the "Company") and 2,261,350 Shares are being offered by
certain shareholders of the Company (the "Selling Shareholders"). See "Principal
and Selling Shareholders". The Company will not receive any of the proceeds from
the sale of the Shares by the Selling Shareholders. A portion of the Shares
offered hereby are being offered outside the United States.
 
     Prior to the Offering, there has been no public market for the Shares. See
"Underwriting" for a discussion of the factors considered in determining the
initial public offering price.
 
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
    "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN RISKS
                         ASSOCIATED WITH THE OFFERING.
                            ------------------------
 
The Common Stock has been approved for listing on the Nasdaq National Market
under the symbol "EEFT".
                            ------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
       COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
         PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.
                            ------------------------
 

<TABLE>
<CAPTION>
                                                                                     PROCEEDS TO
                                INITIAL PUBLIC    UNDERWRITING      PROCEEDS TO      THE SELLING
                                OFFERING PRICE    DISCOUNT(1)      THE COMPANY(2)  SHAREHOLDERS(2)
                                ------------------------------------------------------------------
<S>                             <C>            <C>               <C>               <C>
Per share......................     $13.50           $0.675           $12.825          $12.825
Total(3).......................   $71,550,000      $3,577,500       $38,970,686      $29,001,814
</TABLE>

 
- ---------------
 
(1) The Company and the Selling Shareholders have agreed to indemnify the
    Underwriters (as defined in "Underwriting") against certain liabilities,
    including liabilities under the Securities Act of 1933, as amended. See
    "Underwriting".
 
(2) Before deducting estimated expenses of $1,255,000 which are payable by the
    Company in connection with the Offering. See "Underwriting".
 
(3) The Company has granted to the Underwriters an option exercisable for 30
    days from the date of this Prospectus to purchase, or procure purchasers
    for, up to an additional 795,000 Shares of Common Stock at the initial
    public offering price per share, less the underwriting discount, solely to
    cover over-allotments, if any. If such option is exercised in full, the
    total initial public offering price, underwriting discount and proceeds to
    the Company will be $82,282,500, $4,114,125 and $49,166,561, respectively.
    See "Underwriting".
 
                            ------------------------
 
     The Shares offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt
and acceptance by them and subject to their right to reject any order in whole
or in part. It is expected that delivery of the Shares offered hereby will be
made at the offices of ING Baring (U.S.) Securities, Inc., on or about March 12,
1997.
                            ------------------------
 
                              GLOBAL CO-ORDINATOR
                                  ING BARINGS
                            ------------------------
 
                                 U.S. OFFERING
 
ING BARINGS
                ARNHOLD AND S. BLEICHROEDER, INC.
                                           NOMURA SECURITIES INTERNATIONAL, INC.
 
                             INTERNATIONAL OFFERING
 
ING BARINGS
                            CREDIT SUISSE FIRST BOSTON
                                                            NOMURA INTERNATIONAL
 
                  The date of this Prospectus is March 6, 1997

<PAGE>   2
 
     No action has been or will be taken in any jurisdiction by the Company, the
Selling Shareholders or by any Underwriter that would permit a public offering
of the Shares or possession or distribution of a prospectus in any jurisdiction
where action for that purpose is required other than in the United States.
Persons into whose possession this Prospectus comes are advised by the Company,
the Selling Shareholders and the Underwriters to inform themselves about, and to
observe any restrictions as to, the offering of the Shares and the distribution
of this Prospectus.
 
     Offers and sales of shares of Common Stock outside the United States are
being made pursuant to Regulation S and such shares are not being registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act") for the
purpose of sales outside the United States. A registration statement under the
Securities Act is in effect for offers and sales in the United States of shares
of Common Stock that were initially offered or sold outside the United States.
                            ------------------------
 
     The Euronet logo is a trademark of the Company. Except as otherwise
specified, all information in this Prospectus assumes that the Underwriter's
over-allotment option is not exercised.
                            ------------------------
 
     Unless the context otherwise indicates, references herein to Euronet or the
Company include Euronet Services Inc. and its subsidiaries and their respective
predecessor companies. References to "dollar" and "$" are to United States
dollars, and the terms "United States" and "U.S." mean the United States of
America, its states, its territories, its possessions and all areas subject to
its jurisdiction.
                            ------------------------
 
                             AVAILABLE INFORMATION
 
     The Company has filed with the U.S. Securities and Exchange Commission (the
"Commission") a registration statement (herein, together with all amendments,
exhibits and schedules thereto, referred to as the "Registration Statement")
under the Securities Act, with respect to the securities offered hereby. This
Prospectus, which is part of the Registration Statement, does not contain all
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Shares, reference is
hereby made to the Registration Statement.
 
     As a result of the Offering, the Company will become subject to the
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith, will file reports and other
information with the Commission. The Registration Statement, including the
exhibits and schedules thereto, and reports and other information filed by the
Company with the Commission can be inspected without charge and copied, upon
payment of prescribed rates, at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and the Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material and any part thereof will also be available by mail from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates, and via the Commission's address on the World Wide
Web at http://www.sec.gov.
                            ------------------------
 
     CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SHARES. THE
UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID FOR,
AND PURCHASE, SHARES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING".
 
                                        3

<PAGE>   3
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and the consolidated financial statements appearing elsewhere in
this Prospectus. Except as otherwise indicated herein, all information in this
Prospectus has been adjusted to give effect to the reorganization of the
Company, which is subject to and effective upon the execution of the
underwriting agreement to be executed in connection with the Offering, pursuant
to which (i) 10,296,076 shares of Common Stock will be issued to the
shareholders of Euronet Holding N.V. in exchange for all of the Common Shares of
Euronet Holding N.V., (ii) options to acquire 3,113,355 shares of Common Stock
will be granted to the holders of options to acquire 3,113,355 Common Shares of
Euronet Holding N.V. in exchange for all of such options and (iii) awards with
respect to 800,520 shares of Common Stock will be issued to the holders of
awards with respect to 800,520 preferred shares of Euronet Holding N.V. in
exchange for all such awards (the "Reorganization"). Euronet Holding N.V. will
be dissolved following the Reorganization. See "Certain Transactions."
 
                                  THE COMPANY
 
     Euronet operates the only independent, non-bank owned automatic teller
machine ("ATM") network in Central Europe, as a service provider to banks and
other financial institutions. The Company was established in 1994, commenced
operations in June 1995 and as of December 31, 1996 operated a network of 166
state-of-the-art ATMs, 131 of which are located in Hungary and 35 of which are
located in Poland. Through agreements and relationships with local banks and
international card issuers and ATM networks such as American Express, VISA,
Plus, Mastercard, Europay and Cirrus (together "International Card
Organizations") Euronet's ATMs are able to process ATM transactions for holders
of credit and debit cards issued by or bearing the logo of such banks and
International Card Organizations. The Company receives a fee from the card
issuing banks or International Card Organizations for all ATM transactions
processed on its ATMs. The Company also offers outsourced ATM management
services to local banks that own proprietary ATM networks for which the Company
also receives fees on a per transaction basis as well as a monthly basis. For
the period from June 22, 1994 (inception) to December 31, 1996, the Company had
an aggregate net loss of $9.7 million (including a one-time non-cash expense of
$4.2 million recorded in 1996). The Company expects to continue to generate
losses from operating activities while it concentrates on the expansion of its
ATM network business.
 
     The Company believes that the services it provides permit it to capitalize
on the trends developing in the Central European banking market and other
banking markets. Bank account usage and credit and debit card issuance are
increasing in Central Europe as the demand for banking services continues to
grow in the region. Connecting to the Company's ATM network enables banks to
offer their customers the convenience of cash withdrawal and balance inquiry
services in numerous off-site locations without incurring additional branch
operational costs such as personnel costs. In addition, the Company believes
that the services it offers are attractive to domestic banks in the increasingly
competitive banking market in Central Europe because such banks can generally
connect to Euronet's network with less labor and expense than building their own
networks. In addition, banks can outsource the management of their proprietary
ATM networks to the Company. These services allow banks to provide ATM access to
their customers, expanding the range of banking services they offer. "Western"
banks entering the Central European market are already accustomed to the concept
of shared ATM networks and have begun to connect to Euronet's ATM network.
 
     As of December 31, 1996, Euronet's ATMs accepted approximately 99% of the
credit and debit cards issued in Hungary and approximately 25% of the credit and
debit cards issued in Poland. In addition, all major international credit and
debit cards, including those bearing the VISA, Plus, Europay, Mastercard and
Cirrus logos and American Express cards, may be used at Euronet's ATMs located
in Hungary and all VISA, Plus and American Express cards may be used at
Euronet's ATMs located in Poland. The Company has entered into an agreement to
accept all credit and debit cards bearing the Europay, Mastercard and Cirrus
logos at its ATMs in Poland expected to be implemented in the first half of
1997.
 
     The Company's strategy, for the short term, is to become the leading
low-cost ATM service provider in Central Europe meeting western standards of
reliability and customer service and, for the medium term, to become a leading
provider of a broader range of electronic fund transfer services in the region.
The key elements
 
                                        4

<PAGE>   4
 
of Euronet's strategy are to expand its ATM network in Hungary, Poland, Germany
and other markets; continue to form strategic relationships with banks and
International Card Organizations; expand the range of services offered beyond
the basic cash withdrawal function, such as point of sale authorization and bill
paying; and expand ATM network management services.
 
     There can be no assurance that the Company will be able to implement its
strategy successfully. The Company's ability to implement its strategy and
achieve its goals will depend on various factors including the increased demand
for ATM services and increased issuance of credit and debit cards in the
Company's current target markets, the ability to locate appropriate sites and
obtain necessary approvals for the installation of ATMs, the ability to install
and operate ATMs in an efficient and timely manner, the expansion of the
Company's business into new countries as currently planned, entering into
additional Acceptance Agreements with banks, the ability to obtain sufficient
numbers of ATMs on a timely basis and the availability of financing for such
expansion and competition from other ATM networks.
 
     The Company's principal executive offices are located at Zsigmond ter 10,
H-1023 Budapest, Hungary, and its telephone number at such address is
011-361-335-1224.
 
                                  THE OFFERING
 
TOTAL SHARES OFFERED IN THE
  OFFERING(1)..............  5,300,000 Shares
 
SHARES TO BE OFFERED BY THE
  COMPANY..................  3,038,650 Shares
 
SHARES TO BE OFFERED BY THE
  SELLING SHAREHOLDERS.....  2,261,350 Shares
 
SHARES TO BE OUTSTANDING
AFTER THE OFFERING(1)(2)...  14,440,068 Shares
 
OVER-ALLOTMENT OPTION......  In connection with the Offering, the Company will
                             grant to the Underwriters an option exercisable for
                             30 days from the date of this Prospectus to
                             purchase up to 795,000 additional Shares, solely to
                             cover over-allotments, if any, at the initial
                             public offering price. See "Underwriting."
 
USE OF PROCEEDS............  Assuming no exercise of the over-allotment option
                             granted to the Underwriters, the net proceeds to
                             the Company and the Selling Shareholders from the
                             Offering, after deducting underwriting discounts
                             and commissions and estimated offering expenses,
                             are estimated to be approximately $38 million and
                             $29 million, respectively. The Company will not
                             receive any of the proceeds from the sale of the
                             Shares by the Selling Shareholders. Approximately
                             $31 million to $35 million of the proceeds to the
                             Company will be used to implement the Company's
                             strategy of expanding its independent ATM network
                             in Hungary, Poland, Germany and other markets. The
                             remainder of the net proceeds to be received by the
                             Company (approximately $3 million to $7 million)
                             will be used for general corporate purposes,
                             including possible acquisitions and joint ventures
                             consistent with its strategic goals. See "Use of
                             Proceeds."
 
DIVIDENDS..................  The Company currently intends to retain all future
                             earnings, if any, to fund the development and
                             growth of its business. Consequently, the Company
                             does not anticipate paying dividends on the Shares
                             in the foreseeable future. See "Dividend Policy."
 
PROPOSED LISTING...........  The Shares have been approved for listing on the
                             Nasdaq National Market under the symbol "EEFT."
 
- ---------------
 
(1) Does not include up to 795,000 shares of Common Stock that may be offered
    pursuant to the exercise by the Underwriters of the over-allotment option
    granted by the Company to the Underwriters. See "Underwriting."
 
(2) Does not include 2,808,533 shares of Common Stock reserved for issuance
    under the Company's stock option plans.
 
                                        5

<PAGE>   5
 
                      SUMMARY CONSOLIDATED FINANCIAL DATA
 
     The summary consolidated financial data set forth below with respect to the
Company's statement of operations data for the period from June 22, 1994
(inception) to December 31, 1994 and the years ended December 31, 1995 and 1996
and with respect to the balance sheet data as of December 31, 1994, 1995 and
1996 have been derived from, and are qualified by reference to, the audited
consolidated financial statements of the Company and the notes thereto included
elsewhere in this Prospectus (the "Consolidated Financial Statements"), prepared
in accordance with U.S. GAAP, which have been audited by KPMG Polska Sp. z o.o.,
independent public accountants. The Company believes that the period-to-period
comparisons of its financial results are not necessarily meaningful and should
not be relied upon as an indication of future performance. The following
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this Prospectus.
 

<TABLE>
<CAPTION>
                                                                                     PERIOD FROM
                                                                                       JUNE 22,
                                                                                         1994
                                                            YEAR ENDED DECEMBER      (INCEPTION)
                                                                    31,                   TO
                                                           ----------------------    DECEMBER 31,
                                                              1996         1995          1994
                                                           ----------     -------    ------------
                                                               (IN THOUSANDS EXCEPT SHARE AND PER
                                                                                      SHARE DATA)
<S>                                                        <C>            <C>        <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
  Revenues..............................................   $    1,261     $    62      $     --
  Loss before income taxes..............................       (7,899)     (2,089)         (228)
  Net loss..............................................       (7,576)(1)  (1,941)         (228)
  Pro forma net loss per share..........................        (0.55)
  Pro forma number of shares outstanding(2).............   13,838,078
</TABLE>

 
- ---------------
 
(1) Includes a one-time non-cash share compensation expense of $4,172,000
    relating to certain employee and management options. See "Management's
    Discussion and Analysis of Financial Condition and Results of Operations"
    and Note 10 to the Company's Consolidated Financial Statements included
    elsewhere in this Prospectus.
(2) See Note 2(k) to the Company's Consolidated Financial Statements included
    elsewhere in this Prospectus for an explanation of the pro forma number of
    shares outstanding used in determining pro forma net loss per share.
 

<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31,
                                                                ----------------------------------
                                                                    1996          1995       1994
                                                                -------------    ------     ------
                                                                (IN THOUSANDS)
<S>                                                             <C>              <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
  Cash and cash equivalents.................................       $ 2,541       $  411     $2,036
  Working capital...........................................         1,297          526      2,071
  Total assets..............................................        11,934        4,519      2,527
  Capital lease obligations, less current portion...........         3,834        1,119         --
  Total shareholders' equity................................         5,136        2,097      2,422
</TABLE>

 
                                        6

<PAGE>   6
 
                                  RISK FACTORS
 
     The Shares involve a high degree of risk. Accordingly, prospective
purchasers of shares of Common Stock should consider carefully all of the
information set forth in this Prospectus and, in particular, the risks described
below, prior to making any investment decision.
 
LIMITED OPERATING HISTORY; HISTORY OF AND ANTICIPATED FUTURE OPERATING LOSSES
AND NEGATIVE CASH FLOW
 
     The Company has had a limited operating history. For the period from June
22, 1994 (inception) to December 31, 1994 and the years ended December 31, 1995
and 1996, the Company had net losses of approximately $228,000, $1.9 million and
$7.6 million, respectively, resulting in an aggregate net loss of $9.7 million
as of December 31, 1996. (The 1996 net loss includes a one-time non-cash stock
compensation expense of approximately $4.2 million relating to certain employee
and management options.) The Company expects to continue to generate losses from
operating activities while it concentrates on the expansion of its ATM network
business. As a result of the Company's strategy of continuing expansion and
increasing its market share, the Company's net losses are expected to increase
over the near term. There can be no assurance that the Company will achieve or
sustain profitability or generate significant revenues in the future or have
sufficient resources at any time to pay cash dividends on the Shares. See
"Consolidated Financial Statements" including the notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
SIGNIFICANT CAPITAL REQUIREMENTS
 
     The development and expansion of the Company's ATM network and its ATM
management services operations in Hungary, Poland, Germany and other markets,
and the resulting operating losses will require substantial additional cash from
outside sources. The Company anticipates that its substantial cash requirements
will continue into the foreseeable future. Based on the Company's plans with
respect to the installation of ATMs and the provision of ATM management services
in Hungary, Poland, Germany and other markets in the near to medium term, and
the Company's requirements with respect to related infrastructure and
operational costs, management believes the net proceeds from the Offering and
funds expected to be available through financing arrangements will provide
sufficient funds necessary for the Company to expand its business as currently
planned. There can be no assurance, however, that additional financing will not
be required or will be available to the Company or, if available, that it can be
obtained on terms acceptable to the Company. Failure to obtain such financing
could result in the delay or abandonment of some or all of the Company's
acquisition, development and expansion plans and expenditures, which could have
a material adverse effect on its business prospects and the value of the Shares
and limit the Company's ability to pay cash dividends on the Shares. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
 
RISKS RELATED TO RAPID EXPANSION OF BUSINESS
 
     The continued rapid expansion and development of the Company's business
will depend on various factors including the increasing demand for ATM services
in the Company's current target markets, the ability to locate appropriate sites
and obtain necessary approvals for the installation of ATMs, the ability to
install ATMs in an efficient and timely manner, the expansion of the Company's
business into new countries as currently planned, entering into additional card
acceptance agreements with banks, the ability to obtain sufficient numbers of
ATMs on a timely basis and the availability of financing for such expansion. In
addition, such expansion may involve acquisitions which, if made, could divert
the resources and management time of the Company and require integration with
the Company's existing networks and services. The Company's ability to manage
effectively its rapid expansion will require it to continue to implement and
improve its operating, financial and accounting systems and to expand, train and
manage its employee base. The inability to manage effectively its planned
expansion could have a material adverse effect on the Company's business,
growth, financial condition and results of operations. See "Business --
Strategy."
 
                                        7

<PAGE>   7
 
DEPENDENCE ON RELATIONSHIPS WITH BANKS AND INTERNATIONAL CARD ORGANIZATIONS
 
     The Company's future growth depends on its ability to sign card acceptance
agreements with banks and International Card Organizations which allow the
Company's ATMs to accept credit and debit cards issued by such banks and
International Card Organizations as well as the renewal of such card acceptance
agreements, which generally provide for a two to five year term. The Company's
card acceptance agreements with banks generally include renewal clauses, but
provide that either party may elect not to renew an agreement upon completion of
its term. Banks may elect not to renew contracts for reasons unrelated to the
Company and its performance. There can be no assurance that the Company will be
able to continue to sign or maintain such agreements on terms and conditions
acceptable to the Company or that International Card Organizations will continue
to permit Euronet's ATMs to accept their credit and debit cards. The inability
to continue to sign or maintain such agreements or to continue to accept the
credit and debit cards of local banks and International Card Organizations at
its ATMs in the future could have a material adverse effect on the Company's
business, growth, financial condition and results of operations. See "Business
- -- Agreements with Card Issuers and International Card Organizations."
 
DEPENDENCE ON KEY PERSONNEL
 
     The Company is dependent upon the services of certain of its executive
officers for the management of the Company and the implementation of its
strategy. Euronet's strategy and its implementation depend in large part on the
founders of the Company, in particular Michael Brown and Daniel Henry, and their
continued involvement in the Company in the future. The success of the Company
also depends in part upon its ability to hire and retain highly skilled and
qualified operating, marketing, financial and technical personnel. The
competition for qualified personnel in Central Europe is intense and,
accordingly, there can be no assurance that the Company will be able to continue
to hire or retain the required personnel. Although the Company's officers and
certain of its key personnel have entered into service or employment agreements
containing non-competition, non-disclosure and non-solicitation covenants and
providing for the granting of incentive stock options with long-term vesting
requirements, these contracts do not guarantee that these individuals will
continue their employment with the Company. The loss of certain key personnel
could have a material adverse effect on the Company's business, growth,
financial condition and results of operations. See "Management."
 
DEPENDENCE ON ATM TRANSACTION FEES
 
     Transaction fees from banks and International Card Organizations for
transactions processed on the Company's ATMs have historically accounted for
substantially all of the Company's revenues. The Company expects that revenues
from ATM transaction fees will continue to account for a substantial majority of
its revenues for the foreseeable future. Consequently, the Company's future
operating results are almost entirely dependent on the increased issuance of
credit and debit cards, increased market acceptance of Euronet's services in its
target markets, the maintenance of the level of transaction fees received by the
Company, installation by the Company of larger numbers of ATMs and continued
usage of the Company's ATMs by credit and debit cardholders. A decline in usage
of Euronet's ATMs by ATM cardholders or in the levels of fees received by
Euronet in connection with such usage would have a material adverse impact on
the Company's business, growth financial condition and results of operations.
 
LEGAL CONSTRAINTS ON CONDUCTING BUSINESS IN GERMANY; DEPENDENCE ON FINANCIAL
INSTITUTIONS
 
     Under German law, ATMs in Germany may be operated only by licensed
financial institutions. The Company, therefore, will not operate its own ATM
network in Germany and will act, under its contract with Service Bank GmbH
("Service Bank"), only as a subcontractor providing certain ATM-related services
to Service Bank. As a result, the Company's activities in the German market
currently are entirely dependent upon the continuance of the agreement with
Service Bank, or the ability to enter into a similar agreement with another bank
in the event of a termination of such contract. The inability to maintain such
agreement or to enter into a similar agreement with another bank upon a
termination of the agreement with Service Bank could have a material adverse
effect on the Company's operations in Germany.
 
                                        8

<PAGE>   8
 
COMPETITION
 
     Principal competitors of the Company include ATM networks owned by banks
and regional networks consisting of consortiums of local banks. Competitive
factors in the Company's business include network availability and response
time, price, ATM location and access to other networks. There can be no
assurance that the Company will be able to compete successfully in the future or
that competition will not have a material adverse effect on the Company's
business, growth, financial condition and results of operations. In addition,
there can be no assurance that Euronet's competitors will not introduce or
expand alternate methods of electronic funds transfer in the future which could
lead to a decline in the usage of Euronet's ATMs. See "Business -- Competition."
 
HOLDING COMPANY STRUCTURE RISKS
 
     The Company conducts all of its operations through its subsidiaries.
Accordingly, the primary internal source of the Company's cash is dividends and
other distributions from its subsidiaries. Each of these subsidiaries was formed
under the laws of, and has its operations in, a country other than the United
States. In addition, each of the Company's operating subsidiaries receives its
revenues in the local currency of the jurisdiction in which it is situated. As a
consequence, the Company's ability to obtain dividends or other distributions is
subject to, among other things, restrictions on dividends under applicable local
laws and foreign currency exchange regulations of the jurisdictions in which its
subsidiaries operate. See "-- Inflation; Exchange Rate and Currency Risk." The
subsidiaries' ability to make distributions to the Company are also subject to
their having sufficient funds from their operations legally available for the
payment thereof which are not needed to fund their operations, obligations or
other business plans and, in some cases, obtaining the approval of the other
partners, stockholders or creditors of these entities. The laws under which the
Company's operating subsidiaries are organized provide generally that dividends
may be declared by the shareholders out of yearly profits subject to the
maintenance of registered capital and required reserves and after the recovery
of accumulated losses. If the Company's subsidiaries are unable to make
distributions to the Company, the Company's growth may be inhibited after the
proceeds of the Offering are exhausted unless the Company is able to obtain
additional debt or equity financing. See "-- Political, Economic and Legal
Risks." The Company may not be able to obtain debt financing if its subsidiaries
cannot make distributions to service the debt financing or obtain upstream
guarantees from its subsidiaries with respect to such debt financing. Because
the Company is the sole shareholder of each of its subsidiaries, the Company's
claims as such will generally rank junior to all other creditors of and
claimants against its subsidiaries. In the event of a subsidiary's liquidation,
there may not be assets sufficient for the Company to recoup its investment
therein.
 
POLITICAL, ECONOMIC AND LEGAL RISKS
 
     The Company's principal operating subsidiaries currently operate in Hungary
and Poland. These and other countries in Central Europe have undergone
significant political and economic change in recent years. Political, economic,
social and other developments in such countries may in the future have a
material adverse effect on the Company's business. In particular, changes in
laws or regulations (or in the interpretation of existing laws or regulations),
whether caused by change in the government of such countries or otherwise, could
materially adversely affect the Company's business, growth, financial condition
and results of operations. Currently there are no limitations on the
repatriation of profits from Poland or Hungary, but there can be no assurance
that foreign exchange control restrictions, taxes or limitations will not be
imposed or increased in the future with regard to repatriation of earnings and
investments from Poland and Hungary. If such exchange control restrictions,
taxes or limitations are imposed, the ability of the Company to receive
dividends or other payments from its subsidiaries could be reduced, which may
have a material adverse effect on the Company. See "Business -- Government
Regulation."
 
     Annual inflation and interest rates in Hungary, Poland and other countries
in Central Europe have been much higher than those in Western Europe. Exchange
rate policies have not always allowed for the free conversion of currencies at
the market rate. Fluctuations of inflation, interest and exchange rates could
have an adverse effect on the Company's business and the market value of the
Shares.
 
                                        9

<PAGE>   9
 
     Corporate, contract, property, insolvency, competition, securities and
other laws and regulations in Hungary, Poland and other countries in Central
Europe have been, and continue to be, substantially revised during their
transition to market economies. Therefore, the interpretation and procedural
safeguards of the new legal and regulatory systems are in the process of being
developed and defined and existing laws and regulations may be applied
inconsistently. Also, in some circumstances, it may not be possible to obtain
the legal remedies provided for under those laws and regulations in a reasonably
timely manner, if at all. In addition, transmittal of data by electronic means
and telecommunications is subject to specific regulation in most Central
European countries. Although such regulations have not had a material impact on
the Company's business to date, there can be no assurance that any changes in
such regulation, including taxation or limitations on transfers of data across
national borders, would not have a material adverse effect on the Company's
business, growth, financial condition and results of operations.
 
     Poland and Hungary generally are considered by international investors to
be emerging markets. There can be no assurance that political, economic, social
and other developments in other emerging markets will not have an adverse effect
on the market value and liquidity of the Shares.
 
INFLATION; EXCHANGE RATE AND CURRENCY RISK
 
     Although the transaction fees charged by the Company are denominated in
U.S. dollars or inflation adjusted, the Company generally receives payment in
local currency, primarily Hungarian forints and Polish zlotys. Since the fall of
Communist rule, both Hungary and Poland have experienced high levels of
inflation and significant fluctuation in the exchange rate for their currencies.
The Polish government has adopted policies that slowed the annual rate of
inflation from approximately 600% in 1990 to approximately 18% in 1996. In
addition, the exchange rate for the zloty has stabilized and the rate of
devaluation of the zloty has decreased since 1991. However, in Hungary in recent
years, the forint has continued to depreciate, principally by way of
devaluation, against the major currencies of the OECD and has limited
convertibility to other currencies. Significant amounts of the Company's
expenditures, including for the acquisition of ATMs and executive salaries are
made in U.S. dollars or are denominated in U.S. dollars. The Company attempts to
match any assets denominated in currencies other than U.S. dollars with
liabilities denominated in the same currencies. Nonetheless inflation and
currency exchange fluctuations have had, and may continue to have, an effect on
the financial condition and results of operations of the Company.
 
CONCENTRATION OF OWNERSHIP
 
     After completion of the Offering, directors, officers and certain
significant shareholders of the Company will own beneficially in the aggregate
approximately 63% of the outstanding Shares. Such concentration of ownership may
have the effect of delaying or preventing transactions involving an actual or
potential change in control of the Company, including transactions in which
holders of Shares might receive a premium for their Shares over prevailing
market prices. See "Principal and Selling Shareholders" and "Description of
Capital Stock."
 
ANTI-TAKEOVER PROVISIONS
 
     Certain provisions of the Company's Certificate of Incorporation (the
"Certificate of Incorporation") and By-Laws (the "By-Laws") and of Delaware law
could discourage potential acquisition proposals and could delay or impede a
change in control of the Company. These provisions, among other things: (i)
classify the Company's Board of Directors into three classes serving staggered
three-year terms; (ii) permit the Board of Directors, without further
stockholder approval, to issue preferred stock; and (iii) prohibit the Company
from engaging in a business combination (as such term is defined in the Delaware
law) with interested shareholders, except under certain circumstances. Such
provisions could diminish the opportunities for a stockholder to participate in
tender offers, including tender offers at a price above the then current market
value of the Common Stock. The issuance of preferred stock could also adversely
affect the voting power of the holders of Common Stock. The Company has no
present plans to issue any preferred stock. See "Description of Capital Stock --
Certain Provisions of the Company's Certificate of Incorporation and By-Laws"
and "-- Preferred Stock."
 
                                       10

<PAGE>   10
 
DILUTION TO PROSPECTIVE INVESTORS
 
     Investors subscribing for Shares in the Offering will incur immediate and
substantial dilution in net tangible book value per Share of $10.25 from the
initial public offering price (assuming no exercise of the over-allotment
option). See "Dilution."
 
ABSENCE OF PRIOR PUBLIC TRADING MARKET FOR THE SHARES
 
     Prior to the Offering, there has been no public trading market for the
Shares. Accordingly, fair market value for the Shares has been determined
historically by reference to recent investments by third parties or Company
estimates. The estimated fair market value of the Shares as of October 1996, the
date of certain option grants to management and employees, and the cash price
paid in connection with the most recent third party purchase of Shares, in
February 1997, was $4.22 per Share.
 
     Application has been made to list the Shares on the Nasdaq National Market
in the United States. There can be no assurance that the market price of the
Shares will not decline below the initial public offering price, which was
determined by negotiation among the Company and representatives of the
Underwriters. See "Underwriting" for a description of the factors considered in
determining the initial public offering price of the Shares. The trading price
of the Shares may be subject to wide fluctuations in response to many factors,
including actual or anticipated period-to-period fluctuations in the Company's
operating results, changes in currency exchange rates and other external
factors, including general economic conditions in Poland, Hungary and the
Company's other markets or other events or factors. In addition, the
international stock markets have from time to time experienced extreme price and
volume fluctuations which have particularly affected the market prices for early
high-growth phase companies such as the Company. These broad market fluctuations
may adversely affect the market prices of the Shares.
 
POTENTIAL ADVERSE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE
 
     Sales of substantial numbers of Shares following the Offering, or the
perception that such sales could occur, could adversely affect the market price
of the Shares. The Company and its directors, officers and certain other
shareholders have agreed not to offer for sale, sell or otherwise dispose of (or
enter into any transaction which is designed to, or could be expected to, result
in the disposition by any person of), directly or indirectly, any Shares, with
certain limited exceptions, for a period of 180 days after the date of this
Prospectus without the prior written consent of ING Barings on behalf of the
Underwriters. Presently, 10,296,076 Shares, and 9,140,068 Shares after giving
effect to the Offering (assuming the Underwriters' over-allotment option is not
exercised), held by the Company's existing shareholders are "restricted
securities" within the meaning of Rule 144 under the Securities Act. These
Shares, after giving effect to the Offering (assuming the Underwriters'
over-allotment option is not exercised) and the 180-day lock-up period described
above, will be eligible for resale under Rule 144 in the following amounts and
on the following dates: 4,147,927 Shares on September 2, 1997; 77,777 Shares on
November 27, 1997; 194,446 Shares on December 3, 1997; 113,428 Shares on
December 9, 1997; 918,750 Shares on December 12, 1997; 81,018 Shares on December
17, 1997; 656,250 Shares on December 23, 1997; 1,575,000 Shares on January 31,
1998; 710,507 Shares on February 18, 1998; and 664,965 Shares on March 6, 1998.
Such Shares may be resold only in compliance with the registration requirements
of the Securities Act or pursuant to an exemption therefrom. In addition,
Michael Brown and the other existing shareholders of the Company were granted
rights entitling them, under specified circumstances, to cause the Company to
register for sale all or part of their shares of Common Stock and to include
such shares in any registered public offerings of shares of Common Stock by the
Company. See "Description of Share Capital -- Registration Rights", "Shares
Eligible for Future Sale" and "Underwriting." In addition, of the 2,808,533
options to purchase Shares outstanding, 1,969,116 are currently exercisable. Any
Shares issued on the exercise of these options would be available for sale
subject to Rule 701 or another exemption from the registration requirements of
the Securities Act (including Regulation S under the Securities Act) following
the expiration of the 180-day lock-up period described above. Furthermore, the
Company intends to register under the Securities Act, as soon as practicable
following the Offering, approximately 3,045,133 shares of Common Stock reserved
for issuance to its employees and directors under its employee benefits plans.
See "Management."
 
                                       11

<PAGE>   11
 
                                USE OF PROCEEDS
 
     Assuming no exercise of the over-allotment option granted to the
Underwriters, the net proceeds to the Company from the sale of the Shares being
offered by the Company hereby, after deducting underwriting discounts and
commissions and estimated offering expenses, are estimated to be approximately
$38 million. The Company will not receive any proceeds from the sale of the
Shares by the Selling Shareholders.
 
     The Company intends to use approximately $31 million to $35 million of the
proceeds to cover expenditures relating to the expansion and operation of its
ATM network and the provision of ATM management services in Hungary and Poland,
as well as in Germany and other markets. The primary costs incurred to build and
operate the Company's ATM network include installation of ATMs, customs, duties,
lease payments of ATMs, computer and network equipment, telecommunications,
salaries, ATM maintenance and service fees, insurance, and other related items.
Approximately $3 million to $7 million of the proceeds will be reserved for
general corporate purposes, including possible acquisition and joint venture
opportunities consistent with the Company's strategy of expanding its ATM
network and other businesses. Management will have complete discretion with
respect to the application of net proceeds reserved for general corporate
purposes. The Company regularly explores acquisition and joint venture
opportunities, although it currently has no agreements or understandings to
enter into any such transactions. Pending utilization of the net proceeds from
the Offering, the Company intends to invest such proceeds in short-term
investment grade interest-bearing securities.
 
                                       12

<PAGE>   12
 
                                    DILUTION
 
     The Company's consolidated net tangible book value as of December 31, 1996
was $5.1 million. "Consolidated net tangible book value" is the consolidated
book value of tangible assets less total liabilities. Investors subscribing for
Shares in the Offering will incur immediate and substantial dilution in net
tangible book value per Share of $10.25 from the initial public offering price.
 
     The following table illustrates the effect of the Offering on consolidated
net tangible book value:
 

<TABLE>
<CAPTION>
                                                                                 PER SHARE
                                                                             -----------------
<S>                                                                          <C>        <C>
Initial public offering price.............................................              $13.50
  Consolidated net tangible book value before the Offering(1).............   $ 0.84
  Increase in consolidated net tangible book value attributable to new
     investors............................................................   $ 2.41
Consolidated net tangible book value after the Offering(2)................              $ 3.25
                                                                                        ------
Dilution to new investors purchasing Shares(3)............................              $10.25
                                                                                        ======
</TABLE>

 
- ---------------
 
(1) Consolidated net tangible book value before the Offering per Share is
    determined by dividing the Company's consolidated net tangible book value at
    December 31, 1996, as adjusted to reflect the proceeds of $3.0 million from
    the issuance of preferred stock of Euronet Holding N.V. to General Electric
    Capital Corporation in February 1997 and the receipt of $500,000
    subscription receivable, by the number of Shares then outstanding (i.e.
    historical 9,585,569 shares plus 710,507 shares issued to General Electric
    Capital Corporation). See "Certain Transactions -- Financings -- General
    Electric Capital Investment."
 
(2) The total number of outstanding shares for the purposes of calculating
    consolidated net tangible book value after the Offering is 14,440,068.
 
(3) Dilution, for this purpose, represents the difference between the initial
    public offering price per Share in the Offering and the consolidated net
    tangible book value per Share at December 31, 1996 after giving effect to
    the Offering.
 
     The following table sets forth on a pro forma basis as of December 31, 1996
the number of Shares issued by the Company, the total cash consideration paid to
the Company, and the average price per Share paid by existing shareholders and
by new investors purchasing the Shares offered by the Company hereby at the
initial public offering price of $13.50 per Share:
 

<TABLE>
<CAPTION>
                                           SHARES PURCHASED     TOTAL CONSIDERATION
                                          -------------------   --------------------   AVERAGE PRICE
                                           NUMBER     PERCENT     AMOUNT     PERCENT     PER SHARE
                                          ---------   -------   ----------   -------   -------------
<S>                                       <C>         <C>       <C>          <C>       <C>
Existing shareholders(1)(2).............  11,401,418    79.0%   14,786,632     26.5%      $  1.30
New investors(1)........................  3,038,650     21.0%   41,021,775     73.5%      $ 13.50
                                          ---------   -------   ----------   -------
  Total(2)..............................  14,440,068   100.0%   55,808,407    100.0%
                                          =========    ======   ==========   =======
</TABLE>

 
- ---------------
 
(1) Sales by Selling Shareholders of 2,261,350 Shares will reduce the number of
    Shares held by existing shareholders to 9,140,068 or 63%, and will increase
    the number of Shares held by new investors to 5,300,000 or 37%, of the total
    number of Shares outstanding after the Offering. See "Principal and Selling
    Shareholders." Includes 304,822 Shares to be issued upon the exercise of
    options in connection with the Offering and 800,520 Shares to be awarded in
    connection with the Offering. See "Management -- Stock Option Plans" and
    "Certain Transactions."
 
(2) Excludes 2,808,533 Shares reserved for issuance upon the exercise of options
    to be outstanding upon completion of the Offering (of which options
    1,969,116 will then be exercisable) at a weighted average exercise price of
    $1.79 per Share. See "Management -- Stock Option Plans."
 
                                DIVIDEND POLICY
 
     The Company currently intends to retain all future earnings to fund the
development and growth of its business. Consequently, the Company does not
anticipate paying dividends on the Shares in the foreseeable future. See
"Description of Capital Stock -- Common Stock" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
 
                                       13

<PAGE>   13
 
                                 CAPITALIZATION
 
     The table below sets forth the cash and cash equivalents, short-term debt
(including the current portion of long-term debt) and the capitalization of the
Company on a consolidated basis at December 31, 1996 (i) on a historical basis
for the Company's predecessor Euronet Holding N.V. and (ii) as adjusted to
reflect the proceeds from the issuance of preferred stock of Euronet Holding
N.V. to General Electric Capital Corporation in February 1997, and the
completion of the Offering (assuming no exercise of the over-allotment option
granted to the Underwriters) and the receipt of the estimated net proceeds
therefrom. See "Use of Proceeds" and "Description of Capital Stock."
 

<TABLE>
<CAPTION>
                                                                           AT DECEMBER 31, 1996
                                                                       -----------------------------
                                                                       HISTORICAL     AS ADJUSTED(6)
                                                                       ----------     --------------
                                                                              (in thousands)
<S>                                                                    <C>            <C>
Cash and cash equivalents..........................................     $  2,541         $ 43,879
Short-term borrowings (including current portion of long-term
  debt)(1).........................................................        1,093              637
                                                                         =======       ==========
Capital lease obligations, excluding current portion(2)............        3,834            3,834
Other long-term liabilities........................................          103              103
                                                                       ----------     --------------
  Total long-term liabilities......................................        3,937            3,937
Shareholders' equity
  Common stock(3),
     $0.02 par value; 30,000,000 shares authorized; 9,585,569
      shares issued and outstanding (historical); 14,440,068 shares
      issued and outstanding (as adjusted).........................          191              289
  Additional paid in capital.......................................       11,666           45,857
  Subscription receivable..........................................         (500)              --
  Accumulated losses(4)............................................       (7,005)              --
  Restricted reserve(5)............................................          784              784
                                                                       ----------     --------------
Total shareholders' equity.........................................        5,136           46,930
                                                                         =======       ==========
Total capitalization...............................................        9,073           50,867
                                                                         =======       ==========
</TABLE>

 
- ---------------
 
(1) See Notes 7, 8 and 13 to the Company's Consolidated Financial Statements
    included elsewhere in this Prospectus.
 
(2) See Note 8 to the Company's Consolidated Financial Statements included
    elsewhere in this Prospectus.
 
(3) At December 31, 1996, the historical capital stock of Euronet Holding N.V.
    consisted of Common Shares, $0.02 par value; 2,100,000 shares authorized;
    499,100 shares issued and outstanding; Series A Convertible Preferred
    Shares, $0.02 par value; 7,700,000 shares authorized; 4,419,800 shares
    issued and outstanding; and Series B Convertible Preferred Shares, $0.02 par
    value; 7,700,000 shares authorized; 4,666,669 shares issued and outstanding.
    Amounts have been adjusted to reflect the Reorganization of Euronet Holding
    N.V. into the Company.
 
(4) The As Adjusted accumulated losses of Euronet Holding N.V. have been
    reclassified as additional paid in capital in connection with the
    Reorganization.
 
(5) See Note 4 to the Company's Consolidated Financial Statements included
    elsewhere in this Prospectus.
 
(6) The As Adjusted column reflects: (i) receipt of the proceeds from the sale
    of shares to General Electric Capital Corporation ($3,000,000), (ii) receipt
    of subscription receivable ($500,000), (iii) receipt of estimated net
    proceeds from the Offering ($37,716,000), (iv) receipt of proceeds from the
    exercise of awards and options on the date of the Offering ($578,000) and
    (v) repayment of certain short term borrowings ($456,000).
 
                                       14

<PAGE>   14
 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
     The selected consolidated financial data set forth below with respect to
the Company's statement of operations data for the period from June 22, 1994
(inception) to December 31, 1994 and for the years ended December 31, 1995 and
1996 and with respect to the balance sheet data as of December 31, 1994, 1995
and 1996 have been derived from, and are qualified by reference to, the audited
Consolidated Financial Statements of the Company and the notes thereto included
elsewhere in this Prospectus, prepared in accordance with U.S. GAAP, which have
been audited by KPMG Polska Sp. z o.o., independent public accountants. The
Company believes that the period-to-period comparisons of its financial results
are not necessarily meaningful and should not be relied upon as an indication of
future performance. The following information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere in this Prospectus.
 

<TABLE>
<CAPTION>
                                                                                      PERIOD FROM
                                                                                     JUNE 22, 1994
                                                            YEAR ENDED DECEMBER       (INCEPTION)
                                                                    31,                   TO
                                                           ---------------------     DECEMBER 31,
                                                             1996         1995           1994
                                                           ---------     -------     -------------
                                                                (IN THOUSANDS EXCEPT SHARE AND PER
                                                                                       SHARE DATA)
<S>                                                        <C>           <C>         <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Revenues:
  Transaction fees......................................   $   1,198     $    62         $  --
  Other.................................................          63          --            --
                                                           ---------     -------     -------------
     Total revenues.....................................       1,261          62            --
Operating expenses:
  ATM operating costs...................................       1,176         510            --
  Professional fees.....................................       1,125         394            64
  Salaries..............................................         989         452            49
  Share compensation expense(1).........................       4,172          --            --
  Foreign exchange loss.................................          79         158             2
  Other.................................................       1,466         656           125
                                                           ---------     -------     -------------
     Total operating expenses...........................       9,007       2,170           240
Operating loss..........................................      (7,746)     (2,108)         (240)
Other income/expense:
  Interest income.......................................         225         126            12
  Interest expense......................................        (378)       (107)           --
                                                           ---------     -------     -------------
Loss before income taxes................................      (7,899)     (2,089)         (228)
Deferred tax benefit(2).................................         323         148            --
                                                           ---------     -------     -------------
Net loss................................................      (7,576)     (1,941)         (228)
Pro forma loss per share................................       (0.55)
Pro forma number of shares outstanding(3)...............   13,838,078
</TABLE>

 
- ---------------
 
(1) Represents a one-time non-cash compensation expense relating to certain
    employee and management options. See "Management's Discussion and Analysis
    of Financial Condition and Results of Operations" and Note 10 to the
    Company's Consolidated Financial Statements included elsewhere in this
    Prospectus.
 
(2) See Note 9 to the Company's Consolidated Financial Statements included
    elsewhere in this Prospectus.
 
(3) See Note 2(k) to the Company's Consolidated Financial Statements included
    elsewhere in this Prospectus for an explanation of the pro forma number of
    shares outstanding used in determining pro forma net loss per share.
 
                                       15

<PAGE>   15
 

<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31,
                                                                    ---------------------------
                                                                     1996       1995      1994
                                                                    -------    ------    ------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>        <C>       <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents........................................   $ 2,541    $  411    $2,036
Working capital..................................................     1,297       526     2,071
Total assets.....................................................    11,934     4,519     2,527
Capital lease obligations, less current portion..................     3,834     1,119        --
Total shareholders' equity.......................................     5,136     2,097     2,422
</TABLE>

 
                                       16

<PAGE>   16
 

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
 
GENERAL
 
     OVERVIEW
 
     The Company was formed and established its first office in Budapest,
Hungary in June 1994. In May 1995, the Company opened its second office, in
Warsaw, Poland. To date, Euronet has devoted substantially all of its resources
to establishing its ATM network in Hungary and Poland through the acquisition
and installation of ATMs and computers and software for its transaction
processing center pursuant to capital leases and through the marketing of its
services to local banks as well as International Card Organizations. Euronet
installed its first ATM in Hungary in June 1995, and at the end of 1995, the
Company had 53 ATMs installed. An additional 113 ATMs were installed during 1996
in Hungary and Poland and as of December 31, 1996, the Company's ATM network
consisted of 166 ATMs. With the expansion of operations, the Company has
increased the number of its employees in Hungary from nine as of December 31,
1994 to 27 as of December 31, 1995 and 36 as of December 31, 1996. In Poland,
the Company increased the number of its employees from four as of December 31,
1995 to 21 as of December 31, 1996. The Company's expansion of its network
infrastructure and administrative and marketing capabilities has resulted in
increased expenditures. Further planned expansion will continue to result in
substantial increases in general operating expenses as well as expenses related
to the acquisition and installation of ATMs.
 
     The Company has derived substantially all of its revenues from ATM
transaction fees since inception. Euronet receives a fee from the card issuing
banks or International Card Organizations for ATM transactions processed on its
ATMs. As the Company continues to focus on expanding its network and installing
additional ATMs, the Company expects that transaction fees will continue to
account for a substantial majority of its revenues for the foreseeable future.
The Company recently began to sell advertising on its network by putting
clients' advertisements on its ATMs. Although revenues from advertising have
been insignificant to date, Euronet believes that advertising revenues will
increase as it expands its network and continues to market this service. The
Company also intends to begin generating revenues in May 1997 from ATM network
management services that it offers to banks that own proprietary ATM networks.
It is expected that revenues per transaction generated by the Company's ATM
management services contracts generally will be lower than those generated by
Acceptance Agreements. Due to lower costs resulting from not having to bear the
expense of purchasing, installing and depreciating ATMs, the Company believes
that it nonetheless should obtain margins on providing such services similar to
those obtained in operating its own ATM network where the Company bears the
costs associated with acquiring and installing the ATMs. See "Business -- Other
Services."
 
     The Company was in the development stage until June 1995 when it began
operations. The Company did not have significant operations or revenues during
this period. In addition, the period from June 22, 1994 (inception) to December
31, 1994 does not represent a full year of operations. As a result, a comparison
of the Company's results of operations between such years is not necessarily
meaningful.
 
RESULTS OF OPERATIONS
 
     YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995 AND
     YEAR ENDED DECEMBER 31, 1995 COMPARED TO THE PERIOD FROM JUNE 22, 1994
     (INCEPTION) TO DECEMBER 31, 1994
 
     Revenues.  Total revenues increased to $1,261,000 for the year ended
December 31, 1996 from $62,000 for the year ended December 31, 1995. The Company
generated no revenues during the period from June 22, 1994 (inception) through
December 31, 1994. The increase in revenues in 1996 was due primarily to the
significant increase in transaction fees resulting from the increase in
transaction volume attributable to additional network connections to credit and
debit card issuers and an increase in the number of ATMs operated by the Company
during the year ended December 31, 1996. The Company had no ATMs installed until
June 1995 and it had 53 ATMs and 166 ATMs installed at the end of 1995 and 1996,
respectively. Transaction fee revenue represented approximately 95% of total
revenues for the year ended December 31, 1996 and increased to $1,198,000 from
 
                                       17

<PAGE>   17
 
$62,000 for the same period in 1995. Revenues in the year ended December 31,
1995 consisted entirely of transaction fees.
 
     Transaction fees charged by the Company vary for the three types of
transactions that can currently be processed on the Company's ATMs: cash
withdrawals, balance inquiries and transactions not completed because
authorization is not given by the relevant Card Issuer. Approximately 92% of
transaction fees in 1996 were attributable to cash withdrawals, and 8% were
attributable to balance inquiries and transactions not completed because
authorization is not given by the relevant Card Issuer. Transaction fees for
cash withdrawals are generally in excess of $1.00 per transaction while
transaction fees for the other two types of transactions are generally
substantially less.
 
     Other revenues of $63,000 for 1996 consisted primarily of advertising
revenue.
 
     Operating expenses.  Total expenses increased by $6,837,000 to $9,007,000
for the year ended December 31, 1996 from $2,170,000 for the year ended December
31, 1995. This increase was due primarily to costs associated with the
installation of significant numbers of ATMs during the period, expansion of the
Company's operations during the period and a share compensation charge of
$4,172,000.
 
     Total expenses increased by $1,930,000 to $2,170,000 for the year ended
December 31, 1995 from $240,000 for the period from June 22, 1994 (inception)
through December 31, 1994. This increase was due primarily to costs associated
with the significant expansion of the Company's operations during the period,
including the installation of additional ATMs.
 
     ATM operating costs, which consist primarily of ATM site rentals,
depreciation of ATMs and costs associated with installing and maintaining ATMs
and providing telecommunications and cash delivery services to ATMs increased
$666,000 to $1,176,000 for the year ended December 31, 1996 from $510,000 for
the year ended December 31, 1995. The percentage of ATM operating costs to total
expenses for the year ended December 31, 1996 decreased to 22% as compared to
24% for the same period in 1995. The increase in ATM operating costs was
primarily attributable to costs associated with operating the increased number
of ATMs in the network during the period. The number of ATMs installed increased
from 53 to 166 from December 31, 1995 to December 31, 1996.
 
     ATM operating costs were $510,000 for the year ended December 31, 1995 and
none for the period from June 22, 1994 (inception) through December 31, 1994.
The increase in ATM operating costs was primarily attributable to the
installation of 53 ATMs during 1995. The Company had no ATMs installed during
1994.
 
     Professional fees increased $731,000 to $1,125,000 for the year ended
December 31, 1996 from $394,000 for the year ended December 31, 1995. This
increase was due primarily to legal fees incurred during the year ended December
31, 1996 attributable to the investment by new investors in the Company, the
interim reorganization of the Company into a Netherlands Antilles Company and
the expansion of the Company's operations into Poland. In connection with the
Offering, the Company will be reorganized as a Delaware corporation.
 
     Professional fees for the year ended December 31, 1995 increased to
$394,000 from $64,000 for the period from June 22, 1994 (inception) through
December 31, 1994. The increase in 1995 was due primarily to legal fees
attributable to the execution of an agreement with the Company's investors
providing for additional investments by investors in the Company, the
acquisition of SatComNet Kft., a shell entity with minimal operations, and
additional card acceptance agreements.
 
     Salaries increased $537,000 to $989,000 in the year ended December 31, 1996
from $452,000 in the year ended December 31, 1995. The increase reflected the
increase in the number of employees in the Company, especially in Poland where
the number of employees increased from four to 21 from December 31, 1995 to
December 31, 1996. In Hungary, the Company increased the number of employees to
36 at December 31, 1996 compared to 27 employees at December 31, 1995.
 
     Salaries increased to $452,000 in the year ended December 31, 1995 from
$49,000 in the period from June 22, 1994 (inception) through December 31, 1994.
The increase reflected the significant increase in the number of employees in
the Company during 1995.
 
                                       18

<PAGE>   18
 
     Share compensation of $4,172,000, with respect to certain employee and
management options, was recorded in 1996. The non-cash charge, calculated in
accordance with Accounting Principles Board Opinion No. 25, represents the
difference between the estimated fair market value of the Shares underlying such
options at the date of option grant and the exercise price. Estimated fair
market value at the grant dates in the last quarter of 1996 was assumed to be
the cash price for the sale of Shares in the next succeeding third party
purchase of Shares, in February 1997. An additional $343,000, with respect to
these options, will be amortized over the remaining vesting period of such
options. See Note 10 to the Company's Consolidated Financial Statements included
elsewhere in this Prospectus.
 
     The Company had foreign exchange losses of $79,000, $158,000, and $2,000
during the years ended December 31, 1996 and 1995, and for the period from June
22, 1994 (inception) through December 31, 1994, respectively. Exchange gains and
losses resulting from remeasurement of assets and liabilities are reported in
determining net loss. See Note 2(c) of the Consolidated Financial Statements. A
substantial portion of assets and liabilities of the Company are denominated in
U.S. dollars, including, for instance, fixed assets, shareholders' equity and
capital lease obligations. Additionally, it is the Company's policy to attempt
to match local currency receivables and payables. Hence, the amount of unmatched
assets and liabilities giving rise to foreign exchange gains and losses is
relatively limited, consisting mostly of cash and cash equivalents.
 
     Other operating expenses, which includes general and administrative
expenses other than salaries, such as office rent, utilities, consulting fees,
travel expenses and lease restructuring costs, increased $810,000 to $1,466,000
in the year ended December 31, 1996 from $656,000 for the same period in 1995.
This increase was due primarily to the growth of operations in both Hungary and
Poland.
 
     Other operating expenses increased to $656,000 in the year ended December
31, 1995 from $125,000 for the period from June 22, 1994 (inception) through
December 31, 1994. This increase was due primarily to expansion of the Company's
operations during 1995.
 
     Other operating expenses for the years ended December 31, 1996 and 1995
include $207,000 and $76,000, respectively, of expenses which the Company has
recorded as charges for penalties relating to the late payments of customs
duties and Hungarian value added taxes in connection with the restructuring of
its ATM leases in Hungary. Prior to this restructuring, such leases were
structured as operating leases for Hungarian accounting purposes (although
treated as capital leases for U.S. GAAP purposes), and its ATMs have therefore
been imported under a temporary import scheme. The ATMs are subject to a
"re-export" requirement and this has the effect of postponing payment of customs
duties. The Company has decided to restructure such lease arrangements as
capital leases for Hungarian accounting purposes, and the Company recorded the
related penalties as other expenses. Customs duties have been capitalized as
part of the cost of the ATMs under capital lease and depreciated over the useful
lives of the ATMs.
 
     Other income/expense.  Interest income increased $99,000 to $225,000 for
the year ended December 31, 1996 from $126,000 for the year ended December 31,
1995. The increase was due to larger amounts held in interest bearing accounts
during the year ended December 31, 1996, including restricted cash held as
security for certain of the Company's vendors, banks supplying cash to Euronet's
ATMs and certain other parties. See "-- Liquidity and Capital Resources".
Interest income for the year ended December 31, 1995 increased $114,000 to
$126,000 from $12,000 for the period from June 22, 1994 (inception) through
December 31, 1994. This increase reflected larger amounts held in interest
bearing accounts during the period.
 
     Interest expense relating principally to capital leases of ATMs and
Euronet's computer systems increased $271,000 to $378,000 in the year ended
December 31, 1996 from $107,000 in the year ended December 31, 1995. This
increase was due primarily to the increase of capital lease obligations
outstanding during the period. Interest expense increased to $107,000 in the
year ended December 31, 1995 from none in the period from June 22, 1994
(inception) through December 31, 1994. This increase was due primarily to the
installation of the Company's first ATMs during 1995 and the associated capital
lease interest costs.
 
     Net loss.  The Company's net loss increased $5,635,000 to $7,576,000 during
the year ended December 31, 1996 from $1,941,000 for the year ended December 31,
1995 as a result of the factors discussed.
 
                                       19

<PAGE>   19
 
     The Company's net loss increased to $1,941,000 during the year ended
December 31, 1995 from $228,000 for the period from June 22, 1994 (inception)
through December 31, 1994 as a result of the factors discussed.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Since its inception, the Company has sustained negative cash flows from
operations and has financed its operations and capital expenditures primarily
through private placements of equity securities and through equipment lease
financing. The net proceeds of such transactions, together with revenues from
operations and interest income have been used to fund aggregate net losses of
approximately $9,700,000 and investments in property, plant and equipment. The
Company had cash and cash equivalents of $2,541,000 and working capital of
$1,297,000 at December 31, 1996. The Company had $818,000 of restricted cash
held as security with respect to cash provided by banks participating in
Euronet's ATM network, to cover guarantees to a customer, as deposits with
customs officials and as deposits relating to ATM equipment leases.
 
     The Company leases the majority of its ATMs under three principal capital
lease arrangements that expire between 1999 and 2001. The leases bear interest
between 11% and 15%. As of December 31, 1996 the Company owed $4.5 million under
such capital lease arrangements. The amount owed by the Company under such lease
agreements is expected to increase significantly as the Company continues to
lease increased numbers of ATMs in pursuit of its business strategy.
 
     The Company expects that its capital requirements will increase in the
future as it pursues its strategy of expanding its network and increasing the
number of ATMs installed. The Company anticipates that its capital expenditures
for the 12 months ending December 31, 1997 will total approximately $9 million,
primarily in connection with the acquisition of ATMs pursuant to capital leases,
including initial down payments and scheduled capital lease payments, and
related installation costs. Aggregate capital expenditures for 1997 and 1998 for
such purposes are expected to reach approximately $30 million which assumes the
installation of approximately 1,700 additional ATMs over the next two years in
accordance with the Company's current strategy. See "Business -- Strategy".
These requirements contemplate both planned expansion in Hungary and Poland and
expected expansion in Germany and certain other Central European markets.
Acquisitions of related businesses in Central Europe and other markets in
furtherance of the Company's strategy would require additional capital
expenditures.
 
     The Company anticipates that the estimated net proceeds of the Offering and
the interest earned thereon, together with its existing capital resources and
anticipated cash flow from planned operations, will be adequate to satisfy its
capital requirements, capital lease payment obligations and other requirements,
including possible acquisitions, until the Company begins to generate sufficient
cash flows to fund its operations. There can be no assurance, however, that the
Company will achieve or sustain profitability or generate significant revenues
in the future. It is possible that the Company may seek additional equity or
debt financing in the future.
 
BALANCE SHEET ITEMS
 
     Cash and cash equivalents.  The increase of cash and cash equivalents to
$2,541,000 at December 31, 1996 from $411,000 at December 31, 1995 was due
primarily to the subscription for shares by certain shareholders on March 27,
1996. The decrease of cash and cash equivalents from $2,036,000 at December 31,
1994 to $411,000 at December 31, 1995 was due to funding the expansion of
operations in 1995.
 
     Property, plant and equipment.  Total property, plant and equipment
increased by $5,250,000 from $2,656,000 at December 31, 1995 to $7,906,000 at
December 31, 1996. This increase is due primarily to the installation of 113
ATMs during 1996. The increase in total property, plant and equipment of
$2,300,000 from December 31, 1994 to $2,656,000 at December 31, 1995 is due
primarily to the installation of 53 ATMs in 1995.
 
     Obligations under capital leases.  Related to the increase of property,
plant and equipment, obligations under capital leases increased by $3,088,000
from $1,383,000 at December 31, 1995 to $4,471,000 at December 31, 1996. All 113
ATMs installed in 1996 were financed under capital leases. In 1995,
substantially all of the 53 ATMs installed in that year were financed under
capital leases resulting in an increase of obligations under capital leases from
nil at December 31, 1994 to $1,383,000 at December 31, 1995.
 
                                       20

<PAGE>   20
 
     Trade accounts payable.  Trade accounts payable increased by $1,306,000
from $364,000 at December 31, 1995 to $1,670,000 at December 31, 1996. The
increase is due primarily to the significant increase in operations in 1996. The
increase of trade accounts payable from $76,000 at December 31, 1994 to $364,000
at December 31, 1995 is attributable to the commencement of operations in 1995.
 
INFLATION
 
     Since the fall of Communist rule, both Hungary and Poland have experienced
high levels of inflation and significant fluctuation in the exchange rate for
their currencies. In particular, the Hungarian forint has continued to
depreciate, principally by way of devaluation, against the major currencies of
the OECD in recent years and has limited ability to convert to other currencies.
Although revenues generally are received by the Company in local currency,
primarily Hungarian forints and Polish zlotys, the Company's Acceptance
Agreements and agreements relating to the provision of ATM management services
generally provide for fees denominated in U.S. dollars or that are inflation
adjusted. A significant portion of the Company's expenditures, including costs
associated with the acquisition of ATMs and executive salaries, are made in or
are denominated in U.S. dollars. A substantial portion of the assets and
liabilities of the Company are also denominated in U.S. dollars, including fixed
assets, shareholders' equity and capital lease obligations. The Company attempts
to match local currency receivables and payables. Hence, the amount of unmatched
assets and liabilities giving rise to foreign exchange gains and losses is
relatively limited, consisting mostly of cash and cash equivalents. Due to the
factors mentioned above, the Company does not believe that inflation will have a
significant effect on results of operations or financial condition.
 
IMPLEMENTATION OF NEW ACCOUNTING PRONOUNCEMENTS
 
     The Company has adopted the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of", and
SFAS No. 123, "Accounting for Stock Based Compensation" in the financial
statements as of and for the year ended December 31, 1996 (refer to notes 2 and
10 of the consolidated financial statements). There was no significant impact as
a result of adopting these statements.
 
                                       21

<PAGE>   21
 
 
                                   BUSINESS
 
OVERVIEW
 
     Euronet operates the only independent, non-bank owned automatic teller
machine ("ATM") network in Central Europe, as a service provider to banks and
other financial institutions. The Company was established in 1994, commenced
operations in June 1995 and as of December 31, 1996 operated a network of 166
state of the art ATMs, 131 of which are located in Hungary and 35 of which are
located in Poland. Through agreements and relationships with local banks and
international card issuers and ATM networks such as American Express, VISA,
Plus, Mastercard, Europay and Cirrus (together "International Card
Organizations") Euronet's ATMs are able to process ATM transactions for holders
of credit and debit cards issued by or bearing the logo of such banks and
International Card Organizations. The Company receives a fee from the card
issuing banks or International Card Organizations for all ATM transactions
processed on its ATMs. The Company also offers outsourced ATM management
services to local banks that own proprietary ATM networks for which the Company
also receives fees on a per transaction basis as well as on a monthly basis.
 
     The Company believes that the services it provides permit it to capitalize
on the trends developing in the Central European banking market and other
banking markets. Bank account usage and credit and debit card issuance are
increasing in Central Europe as the demand for banking services continues to
grow in the region. Connecting to the Company's ATM network enables banks to
offer their customers the convenience of cash withdrawal and balance inquiry
services in numerous off-site locations without incurring additional branch
operational costs. In addition, the Company believes that the services it offers
are attractive to domestic banks in the increasingly competitive banking market
in Central Europe because such banks can generally connect to Euronet's network
with less labor and expense than building their own networks. In addition, banks
can outsource the management of their proprietary ATM networks to the Company.
These services allow banks to provide ATM access to their customers, expanding
the range of banking services they offer. "Western" banks entering the Central
European market are already accustomed to the concept of shared ATM networks and
have also begun to connect to Euronet's ATM network.
 
     As of December 31, 1996, Euronet's ATM machines accepted approximately 99%
of the credit and debit cards issued in Hungary and 25% of the credit and debit
cards issued in Poland. In addition, all major international credit and debit
cards, including those bearing the VISA, Plus, Europay, Mastercard and Cirrus
logos and American Express cards, may be used at Euronet's ATMs located in
Hungary and all VISA, Plus and American Express cards may be used at Euronet's
ATMs located in Poland. The Company has entered into an agreement to accept all
credit and debit cards bearing the Europay, Mastercard and Cirrus logos at its
ATMs in Poland expected to be implemented in the first half of 1997.
 
HISTORY
 
     The predecessor of Euronet was founded in 1994 by Michael Brown and Daniel
Henry in Budapest. Mr. Brown previously founded Innovative Software and,
subsequent to its merger with Informix Software Inc. ("Informix"), served as
President of Informix. Mr. Brown currently serves as President and Chief
Executive Officer of the Company. In February 1995, the Company became the first
independent ATM network in Europe to be approved by VISA International to
process ATM transactions for VISA/Plus credit and debit cards. In May 1995, the
Company established its second office, in Warsaw. In November 1996 the Company
established operations in Germany. To date the Company has invested
approximately $8.6 million in operational and capital expenditures to establish
its independent ATM network. Euronet's first ATM was installed in Hungary in
June 1995 and as at December 31, 1996 its ATM network consisted of 166 ATMs. At
December 31, 1996, the Company employed 58 employees in Hungary, Poland and
Germany. Euronet's revenues have grown from none for the period from June 22,
1994 (inception) to December 31, 1994 to $62,000 in 1995 and $1,261,000 in 1996.
 
     In March 1996, the predecessor of the Company was reorganized as a holding
company, Euronet Holding N.V., in the Netherlands Antilles. Euronet Services
Inc. was incorporated in Delaware in December 1996 and, conditional upon the
execution of the underwriting agreement to be executed in connection with the
Offering, (i) 10,296,076 shares of its Common Stock will be issued to the
shareholders of Euronet Holding N.V. in exchange for all of the Common Shares of
Euronet Holding N.V., (ii) options to acquire
 
                                       22

<PAGE>   22
 
3,113,355 shares of its Common Stock will be granted to the holders of options
to acquire 3,113,355 Common Shares of Euronet Holding N.V. in exchange for all
of such options and (iii) awards with respect to 800,520 shares of its Common
Stock will be issued to the holders of awards with respect to 800,520 preferred
shares of Euronet Holding N.V. in exchange for all such awards. Euronet Holding
N.V. will be dissolved following the Reorganization.
 
STRATEGY
 
     The Company's strategy, for the short term, is to become the leading
low-cost ATM service provider in Central Europe meeting western standards of
reliability and customer service and, for the medium term, to become a leading
provider of a broader range of electronic fund transfer services in the region.
The key elements of Euronet's strategy are as follows:
 
     Expanding its ATM Network in Hungary, Poland and other Central European
Markets.  Euronet plans to increase substantially the number of ATMs it operates
and services in Hungary, Poland and other countries in Central Europe, including
Germany, over the next five years. Toward this goal, Euronet currently has
agreements with IBM World Trade Corporation ("IBM") (the supplier of Diebold
ATMs in Europe) and NCR Corporation ("NCR") under which IBM and NCR will provide
up to 800 ATMs for installation by Euronet in the region over the next two
years. In addition, the Company has entered into agreements providing for 50
additional sites for Euronet ATMs in Poland and Hungary and the Company has
identified or is currently in negotiations for approximately 100 new ATM sites
in Poland, 65 new ATM sites in Hungary and 60 new ATM sites in Germany.
 
     The Company's current goal is to have in operation, or to provide ATM
network management services with respect to, between 2,500 to 3,000 ATMs in
Central Europe and other markets by the end of the year 2000. Thereafter, the
Company currently intends to continue to increase the number of ATMs in its
network and to increase the number of ATMs with respect to which it provides ATM
network management services for the foreseeable future. There can be no
assurance that the Company will be able to achieve these goals.
 
     Forming Strategic Relationships with Banks and International Card
Organizations.  It is the Company's goal to be able to accept all credit and
debit cards issued in its markets at its ATMs. The Company has entered into
agreements with most of the banks in Hungary that issue credit and debit cards
and Euronet's ATMs are able to accept approximately 99% of all credit and debit
cards issued by Hungarian banks. The Company is attempting to follow this
pattern in Poland. Since the establishment of operations in Poland in May 1995,
Euronet has entered into card acceptance agreements with Wielkopolski Bank
Kredytowy S.A., Bank Depozytowo-Kredytowy w Lublinie S.A., Bank Wspoffipracy
Regionalnej S.A. Krakow and Bank Polska Kasa Opieki S.A. which, upon full
implementation of such agreements, will allow the Company's ATMs to accept
approximately 50% of all credit and debit cards issued by Polish banks,
including all domestically issued VISA, Mastercard and Europay cards. The
Company is actively pursuing contracts to accept credit and debit cards from all
other major banks in Poland, and will do the same in each market it decides to
enter.
 
     The Company's ATMs are able to accept American Express cards and all credit
and debit cards bearing the VISA/Plus logos in Hungary and Poland and all credit
and debit cards bearing the Europay/Mastercard/Cirrus logos in Hungary. The
Company expects that its ATMs in Poland will be able to accept credit and debit
cards bearing the Europay/Mastercard/Cirrus logos during the first half of 1997.
The Company believes that, in addition to providing transaction revenues,
acceptance by such large international ATM card issuers and ATM transaction
authorization centers gives the Company credibility with local banks as it
enters new markets. Therefore, the Company will continue to pursue relationships
with such entities in each market it enters.
 
     Expanding the Range of Services Offered.  The Company plans to take
advantage of the various distribution possibilities of ATMs and credit and debit
cards beyond basic cash withdrawal and balance inquiry functions by providing
innovative services through ATMs and other methods of electronic funds transfer
as new technology develops and the demand for such services grows in its
markets. The Company is in the unique position of having connections to the
transaction authorization centers of banks that have issued over 90% of credit
and debt cards in Hungary. In the future, these connections could allow the
Company to act as a central "switch" or connection whereby point of sale
authorization can be given for purchases made with credit and debit cards at
retail
 
                                       23

<PAGE>   23
 
locations. As the Company develops its business in Poland and connects more
Polish banks to its network, this capability may also develop in Poland.
 
     Euronet also plans to introduce payment processing capabilities on its ATMs
which will allow ATM card holders to pay bills at ATMs. The Company is currently
working to develop an ATM bill paying system that will be made available to
utilities and other service providers for bills that have traditionally required
payment in person at a post office or other central location. Depending on
demand, the Company may also introduce other ATM services currently available in
other markets, including the ability to check stock or mutual fund account
balances and purchase items such as stamps, theatre tickets and travellers
checks at its ATM machines.
 
     The Company's ATMs are modular and upgradeable so they can be adapted for
use with new technologies including computer chip "smart cards" and "electronic
purses". Such devices are electronic debit cards that can be used to withdraw
cash from ATMs and can be "charged up" with electronic funds at an ATM through a
connection with the cardholder's bank via Euronet's network and used to purchase
goods from retail locations.
 
     In addition, the Company plans to continue to sell advertising on its ATMs
allowing clients to put advertisements on the ATM's videoscreens, on receipts
issued by the ATMs and on coupons dispensed with cash from the ATMs.
 
     Expanding ATM Network Management Services.  The Company also offers
full-service ATM network management services to banks that own proprietary ATM
networks. Because of the economies of scale involved, the Company can purchase
ATMs, computer equipment, maintenance, telecommunications services, and can
contract with third parties for cash delivery services, less expensively than
most banks in Central Europe. By acquiring these services and this equipment
less expensively, and by running a focused operation, the Company can provide
out-sourced ATM services in most cases less expensively than banks can perform
the same functions internally. In December 1996, the Company signed an agreement
with Budapest Bank to manage its network of over 120 ATMs in Hungary. The
Company has entered into an agreement with GE Capital Corporation under which
the Company will be a preferred provider of ATM network management services to
certain banks controlled by GE Capital Corporation located in a defined
territory. See "-- ATM Network Management Services" and "Certain Transactions --
Financings -- GE Capital Investment."
 
     There can be no assurance that the Company will be able to implement its
strategy successfully. The Company's ability to implement its strategy and
achieve its goals will depend on various factors including increased demand for
ATM services and increased issuance of credit and debit cards in the Company's
current target markets, the ability to locate appropriate sites and obtain
necessary approvals for the installation of ATMs, the ability to install and
operate ATMs in an efficient and timely manner, the expansion of the Company's
business into new countries as currently planned, entering into additional
Acceptance Agreements with banks, the ability to obtain sufficient numbers of
ATMs on a timely basis and the availability of financing for such expansion and
competition from other ATM networks.
 
THE CENTRAL EUROPEAN FINANCIAL SERVICES MARKET
 
     The economies of the Central European countries, including Hungary and
Poland, are essentially cash based because efficient electronic funds transfer,
ATM services and check cashing and clearing facilities have not yet developed.
Most employees in these countries have historically been paid in cash and most
purchases and bills have been paid for in cash. As a result, bank account usage
has been relatively low in Central Europe compared to Western Europe and the
United States, and the banking industry in Central Europe is less developed than
in Western Europe and the United States. The Central European banking industry
has generally been characterized by low levels of customer service, limited
opening hours and long waits to complete simple transactions. Electronic
banking, including electronic funds transfer, ATM and point of sale services
have recently been introduced in the region, but are still in the early stages
of development.
 
     In recent years bank account usage in Central Europe has grown
substantially as a result of several factors. Legislation recently passed in
Hungary requires that all civil servants receive their salary via direct deposit
to bank accounts or in cash by mail in order to reduce administrative costs
associated with a cash-based payroll system. Many private companies in Hungary
and Poland have also begun issuing their payroll by direct deposit to
 
                                       24

<PAGE>   24
 
bank accounts. As a result, many people who ordinarily would not have bank
accounts have been forced to open accounts to access their salary. Given the
nature of the banking system in these countries, ATMs are the most convenient
method for such employees to access their salary. The Company expects that
continued utilization of the bank transfer method of administering payroll will
lead to increased bank account usage and increased demand for ATM services in
Central Europe.
 
     In addition, the retail banking industry in Central Europe has become
increasingly competitive in recent years partly because foreign banks have been
permitted to establish branches or invest in local banks in the region. Many
banks in Central Europe have begun to implement strategies for serving and
attracting a larger portion of the retail market in this competitive
environment. Electronic banking is one of the obvious extensions of customer
service options available to increase customer service and enhance customer
loyalty. The Company believes that as banks in Central Europe increase customer
and electronic banking services, bank account usage and credit and debit card
issuance and usage will increase.
 
     In Hungary, the Company estimates that as of December 31, 1996
approximately 22% of the population had bank accounts, which represents an
increase from an estimated 8% of the population at the same time in 1995. The
first ATM card was issued in Hungary in 1989 and as of December 31, 1996, the
Company estimates that there were approximately 1.3 million debit and credit
cards issued in Hungary, which reflects an increase of more than 50% over the
estimated number of credit and debit cards issued as of the same time in 1995.
The Company believes that there were approximately 1,100 ATM machines installed
in Hungary as of December 31, 1996, 130 of which were owned by the Company. The
Company estimates that, based on industry sources, the average number of ATM
transactions per machine on a nationwide basis per month in Hungary in 1996 was
approximately 1,200.
 
     The Polish banking industry is in the very beginning stages of advanced
retail customer service, credit and debit card issuance and electronic banking
services. According to industry sources, it is estimated that approximately 15%
of the population have bank accounts. The Company believes that the market for
retail banking services in Poland is developing rapidly. The Company estimates
that there are currently approximately one million international and domestic
credit and debit cards and approximately 600 ATMs in Poland compared to less
than 200,000 total credit and debit cards issued and less than 250 ATMs
operating one year ago.
 
     An important factor affecting the increase in bank account usage and credit
and debit card issuance in Central Europe is the growth in the issuance of VISA
and Europay credit and debit cards tied to local bank accounts. The banks in
Hungary and Poland originally issued VISA and Europay cards only to their best
customers at relatively unfavorable terms which often included a high deposit of
hard currency earning little or no interest, high percentage charges per
transaction and high annual fees. Competitive pressure has led to more favorable
terms and the issuance of VISA, Europay and proprietary cards to maintain and
attract customers. As of December 1996, there were approximately 150,000 VISA
cards issued in Poland, compared with less than 10,000 VISA cards in 1992. As of
June 30, 1996, there were approximately 190,000 VISA cards issued in Hungary,
compared to 80,000 VISA cards as of December 31, 1995. As of December 1996,
there were approximately 240,000 Europay cards issued in Poland compared to
50,000 Europay cards as of December 31, 1995. As of June 30, 1996, there were
approximately 448,000 Europay cards issued in Hungary compared to 230,000
Europay cards as of December 31, 1995.
 
     The German ATM market, the Company's next target market for the provision
of ATM management services, is more developed than the Company's other markets.
As of December 31, 1996 the Company estimates that, based on industry sources,
there were approximately 30,000 ATMs and 68 million credit and debit cards
issued in Germany. The Company believes, however, that the ATM market in the
former East Germany is less developed and Euronet intends to focus its ATM
strategy in Germany on this region. Under German law, ATMs are subject to
essentially the same licensing requirements as bank branches and may only be
operated by licensed financial institutions. The Company intends to be a service
provider to banks and it does not anticipate that it will be subject to German
financial institution licensing requirements. As a result of an agreement
between certain card issuing banks in Germany, all ATMs in Germany can accept
virtually all credit and debit cards issued by German financial institutions. As
a result of an agreement to provide ATM management services to Service Bank in
Germany, all of Service Bank's ATMs managed by Euronet in Germany under the
agreement will be able to
 
                                       25

<PAGE>   25
 
accept virtually all credit and debit cards issued by German financial
institutions. See "-- ATM Network Management Services".
 
     The ATM market is still in its early stages of development in Central
Europe. Based on examples of growth of ATM markets in other countries, the
Company believes that the Central European market should continue to develop
rapidly. For example, Portugal, which is one of the most recently developed ATM
markets in Europe, has seen substantial growth in its ATM market since ATMs and
credit and debit cards were first introduced in 1985. By 1996 there were
approximately over 6 million credit and debit cards issued in Portugal which has
a population of approximately 10 million people. In addition, the number of ATMs
in use in Portugal has grown to over 4,000 at the end of 1996. These ATMs
processed over 200 million ATM transactions in 1995.
 
THE EURONET NETWORK
 
     GENERAL
 
     The Company currently operates ATMs in Hungary and Poland and plans to
extend its network and its ATM management services operations to Germany, the
Czech Republic and other countries in Central Europe. Euronet's ATM network
offers banks an opportunity to provide state-of-the-art electronic financial
services and access to an ATM network to their customers at a considerably lower
cost than installing proprietary ATMs. Connecting to Euronet's ATM network also
augments the number of ATMs available to customers of banks that already
maintain their own ATM networks. The technology utilized to build Euronet's ATM
network is designed to be readily accessible and easy to use.
 
     As of December 31, 1996 the Company had 131 ATMs installed in Hungary,
primarily in the country's six largest cities. Euronet has entered into
agreements ("Acceptance Agreements") with most major banks in Hungary that issue
ATM cards allowing all credit and debit cards issued by such banks to be
accepted at Euronet's ATMs. In addition, the Company has entered into agreements
with American Express and sponsor banks that are members of VISA International
and Europay/Mastercard/Cirrus allowing cards issued by American Express and
those cards bearing the VISA/Plus/Europay/Mastercard/Cirrus logos to be used at
Euronet's ATMs in Hungary. As a result of these agreements, Euronet's ATMs in
Hungary accept approximately 99% of the domestic debit and credit cards issued
in Hungary and all major international credit and debit cards.
 
     As of December 31, 1996 Euronet had 35 ATMs installed in Poland. Euronet
has executed Acceptance Agreements with several Polish banks. The Company has
also entered into agreements with American Express and sponsor banks affiliated
with VISA International and Europay allowing all cards issued by American
Express and all credit and debit cards bearing the
VISA/Plus/Europay/Mastercard/Cirrus logos to be used at Euronet's ATMs in
Poland. As a result of these agreements the Company's ATMs in Poland are
currently able to accept 25% of credit and debit cards issued by Polish banks
and it is anticipated that the Company's ATMs in Poland will be able to accept
50% of such credit and debit cards during the first half of 1997. The Company
intends to pursue a strategy similar to that employed in Hungary in order to
reach agreements allowing all credit and debit cards issued in Poland to be used
at Euronet's ATMs.
In a typical ATM transaction processed by the Company, a debit or credit
cardholder inserts a credit or debit card into an ATM to withdraw funds or
obtain a balance inquiry. The transaction is routed from the ATM to Euronet's
central authorization and processing center (the "Processing Center"). The
Company's Processing Center computers then identify the card issuing banks or
International Card Organizations (the "Card Issuers") by the bank identification
number contained within the card's magnetic strip. The transaction is then
switched to the
 
                                       26

<PAGE>   26
 
Card Issuer or its designated processor for authorization. Once authorization is
received, the authorization message is routed back to the ATM and the
transaction is completed.
 
                                      LOGO
 
     For banks that do not maintain on-line account balance information for
their cardholders, the Company stores such banks' cardholders' authorization
limits on its Processing Center computers and authorizes transactions on behalf
of such banks. The Company transmits records of all transactions processed in
this manner to such banks which then update their own cardholder account
records.
 
     Authorization of ATM transactions processed on Euronet's ATMs is the
responsibility of the Card Issuer. Euronet is not liable for dispensing cash in
error if it receives a proper authorization message from a Card Issuer. Euronet
receives payment from the issuer of the credit or debit card used in a
transaction for processing the transaction, including for transactions that are
not completed because authorization is not given by the relevant Card Issuer.
The fees charged by Euronet to the Card Issuers are independent of any fees
charged by the Card Issuers to cardholders in connection with the ATM
transactions. The Company does not charge the cardholders a fee for using its
ATMs. In many cases the fee charged by a Card Issuer to a cardholder in
connection with a transaction processed at Euronet's ATMs is less than the fee
charged by Euronet to the Card Issuer.
 
     The average number of transactions processed each month at Euronet's ATMs
in Hungary in the last three months of 1996 has increased approximately 25% per
month. In the last three months of 1996, Euronet's ATMs in Hungary averaged
1,699 transactions per ATM per month (1,209 of which were cash withdrawals).
 
     ATM Location
 
     The Company believes that one of the most important factors in determining
the success of an ATM network is the location of the ATMs. While most ATMs owned
by Central European banks are located on the premises of the banks or its
branches or on premises of large employers paying their employees by direct
deposit, all of Euronet's ATMs are located in non-bank sites. The Company's
strategy in pursuing sites for its ATMs is to concentrate on locations that will
provide high visibility and high cardholder utilization. As part of its
strategy, the Company identifies the major high pedestrian traffic regions and
locations where people need access to cash and find it convenient to stop for
cash. Key target locations for Euronet's ATMs include major shopping malls and
intersections; smaller shopping areas or intersections offering grocery stores
and supermarkets and services where people routinely shop; transportation hubs
such as city bus and tram/subway stops, rail and bus stations, airports, and gas
stations; and the tourist and entertainment centers such as historical sections
of cities, cinemas, and recreational facilities.
 
     Research conducted in the United States indicates that once a cardholder
establishes a habitual pattern of using a particular ATM, there must be
significant problems with a location, such as a machine frequently being out of
service, to change the pattern of usage of a cardholder. It is the Company's
goal to be the first and the fastest to secure key real estate locations and
become the habitual ATM location of card users in its markets.
 
                                       27

<PAGE>   27
 
     In Hungary, the Company has obtained agreements to install ATMs at several
outlets of Julius Meinl, a large grocery chain in Hungary, several McDonald's
restaurants, several ARAL, OMV and Shell gas stations, Tesco supermarkets, Ikea
as well as other major retail sites in Budapest, Debrecen, Kaposvar, Gyor and
Szekesfehervar. In Poland, the Company has signed contracts to place ATMs in
many key locations including McDonald's restaurants, British Petroleum, Shell
and ARAL gas stations, the Warsaw Marriott Hotel, Office Depot, Makro Cash and
Carry and Ikea stores, Casinos Poland, and other hotel and retail outlets in the
Polish cities of Warsaw, Szczecin, Gdansk, Poznan, Lodz, Lublin, Krakow,
Katowice, Wroclaw and Czestochowa. It is the Company's strategy to expand its
relationships with such large multinational companies to obtain additional sites
for ATMs in other markets. Before expanding to Poland, Euronet had placed ATMs
at Shell, McDonald's and ARAL locations in Hungary. The Company recently
installed ATMs in the new 450,000 square foot Duna Plaza shopping mall in
Budapest and in the new 600,000 square foot Polus Centre shopping mall in
Budapest.
 
     The Company's agreements for the location of ATMs generally provide for the
location of one or more ATMs inside or adjacent to the premises of the site
provider at minimal rental rates. In Hungary, the agreements generally provide
for an indefinite term. In Poland, the agreements generally provide for a three
to five year term and are renewable for additional three to five year terms. In
some cases, the site providers pay the Company a rental fee for the ATM in
recognition of the benefits that an ATM can bring to a retail outlet. The
Company's leases for ATM sites generally can only be terminated by a site
provider if the Company defaults on its obligations. To date, none of the
Company's leases have been terminated by site providers. The Company can
generally terminate its leases for ATM sites in Poland if transaction volumes at
a site are unacceptable to the Company and can generally terminate its leases
for ATM sites in Hungary for any reason.
 
     Agreements with Card Issuers and International Card Organizations
 
     The Company's Acceptance Agreements with banks generally provide that all
credit and debit cards issued by the banks may be used at all ATM machines
operated by Euronet. The Acceptance Agreements also generally allow Euronet to
receive transaction authorization directly from the card issuing bank or
International Card Organization. Acceptance Agreements generally provide for a
term of three to five years and are generally automatically renewed unless
notice is given by either party prior to the termination date. The Company
generally is able to connect any bank to its network within 30 to 90 days of
signing an Acceptance Agreement.
 
     In addition to the Acceptance Agreements with local banks, Euronet has
entered into Acceptance Agreements with American Express providing for the
acceptance of all credit and debit cards issued by American Express at all of
Euronet's ATMs in Hungary and Poland. Through agreements with local sponsor
banks in Hungary and Poland, Euronet is able to accept all credit and debit
cards bearing the VISA, Plus, Mastercard, Europay and Cirrus logos at its ATMs
in Hungary and all credit and debit cards bearing the VISA and Plus logos at its
ATMs in Poland. The Company has entered into an agreement with a sponsor bank in
Poland to accept all credit and debit cards bearing the Europay, Mastercard and
Cirrus logos at its ATMs in Poland. This agreement is expected to be fully
implemented during the first half of 1997. These arrangements permit Euronet's
ATMs to accept credit and debit cards issued by domestic and foreign financial
institutions bearing the relevant logos. Euronet has a gateway to the central
authorization centers for VISA/Plus and Mastercard/Europay/Cirrus through local
bank sponsors in Hungary and Poland and has direct access to American Express
authorization centers. Prior to being permitted to accept VISA/Plus,
Mastercard/Europay/Cirrus and American Express cards at its ATMs, the Company
was required to demonstrate that it met all standards set by International Card
Organizations to process transactions for such International Card Organizations.
 
     Banks that execute Acceptance Agreements agree to participate in Euronet's
ATM cash supply system. According to this system the banks provide all of the
cash needed to operate the network. Each bank provides its pro rata share of
cash dispensed to cardholders from Euronet's ATMs each day based upon daily
transaction reports generated by Euronet. Cash provided by the banks is
deposited by a third party security company in Euronet's ATMs generally once or
twice a week depending on need. Each banking day, card issuing banks connected
to the Euronet network provide cash to the Company's cash supply company based
upon the prior day's transaction reports. The cash remains the property of the
banks until it is dispensed to cardholders. The Company maintains insurance with
respect to the cash while it is held in its ATMs.
 
                                       28

<PAGE>   28
 
     The ATM transaction fees charged by Euronet under the Acceptance Agreements
vary depending on the type of transaction executed (cash withdrawals; balance
inquiries; and transactions not completed because authorization is not given by
the relevant Card Issuer) and the quantity of transactions attributable to a
particular Card Issuer. The transaction fee charged to Card Issuers for cash
withdrawals is in excess of $1.00 per transaction while transaction fees for the
other two types of transactions that can currently be processed on Euronet's
ATMs are generally substantially less. Under the terms of the Acceptance
Agreements, Euronet charges ATM transaction fees to the card issuing banks. Card
issuing banks generally agree not to charge their cardholders more for using
Euronet's ATMs than the banks' own ATMs and generally charge lower fees or no
fees at all for cardholders that use Euronet's ATMs. The Acceptance Agreements
generally provide for payment in local currency but transaction fees are
denominated in U.S. dollars or inflation adjusted. Transaction fees are billed
on terms no longer than one month. The Company's agreement with Service Bank in
Germany to manage and install ATMs for Service Bank provides for fees similar to
those paid with respect to Acceptance Agreements. The Company's agreements to
provide ATM management services, other than in Germany, will provide for monthly
management fees plus fees payable for each transaction.
 
     The tables below indicate the banks that have Acceptance Agreements with
the Company.
 
                                BANKS IN HUNGARY
 

<TABLE>
<S>                                                   <C>
Orszagos Takarekpenztar es Kereskedelmi Bank Rt.      Magyar Kulkereskedelmi Bank Rt. (MKB)
  (OTP)
Budapest Fejlesztesi es Hitelbank Rt. (Budapest Bank) Mezobank Rt.
Citibank Budapest Rt.                                 Postabank es Takarekpenztar Rt.
Creditanstalt Rt.                                     Deutsche Bank Rt.
Inter-Europa Bank Rt.
</TABLE>

 
                                BANKS IN POLAND
 

<TABLE>
<S>                                             <C>
Bank Depozytowo-Kredytowy w Lublinie S.A.
Wielkopolskie Bank Kreditowy S.A.
Bank Wspoffipracy Regionalnej S.A. Krakow
Bank Polska Kasa Opieki S.A.
</TABLE>

 
     The Company estimates that the banks in Hungary that have signed Acceptance
Agreements have issued an aggregate of approximately 1.2 million credit and
debit cards. The Company estimates that the banks in Poland that have signed
Acceptance Agreements, have issued an aggregate of approximately 400,000 credit
and debit cards. Through the Company's arrangements with sponsor banks in
Hungary and Poland, Euronet's ATMs are able to accept all VISA/Plus and
Europay/Mastercard/Cirrus cards in Hungary and all VISA/Plus cards in Poland
regardless of whether the card issuing bank is connected to the Euronet network.
 
     ATM Network Technology
 
     The Company uses IBM/Diebold and NCR ATMs. The wide range of advanced
technology available from IBM/Diebold and NCR provides Euronet customers with
state-of-the-art-electronics features and reliability through sophisticated
diagnostics and self-testing routines. The different machine types can perform
basic functions, such as dispensing cash and displaying account information, as
well as provide revenue opportunities for advertising and selling products
through use of color monitor graphics, receipt message printing, and coupon
dispensing. The Company's ATMs are modular and upgradeable so that they can be
adapted to provide additional services in response to changing technology and
consumer demand. In many respects, Euronet's ATMs are more technologically
advanced and more adaptable than many older ATMs in use in more developed ATM
markets. This allows the Company to modify its ATMs to provide new services
without replacing its existing network infrastructure.
 
                                       29

<PAGE>   29
 
     Strong back office central processing support is a critical factor in the
successful operation of an ATM network. Each of Euronet's ATMs is connected to
Euronet's Processing Center through land-based and satellite telecommunications.
Because the Company strives to ensure western levels of reliability for its
network, it currently relies primarily on satellite telecommunications for ATM
connections to its Processing Center. As the reliability of land based
telecommunications improves, the Company may rely more heavily on them because
they are generally less expensive than satellite telecommunications. The
Processing Center, which is located in Euronet's Budapest office, is staffed 24
hours a day, seven days a week and consists of two IBM AS400 computers which run
the Arksys Gold Net ATM Software package. This software is a state-of-the-art
software package that conforms to all relevant industry standards and has been
installed in 64 countries worldwide. The Processing Center's computers operate
Euronet's ATMs and interface with the local bank and international transaction
authorization centers.
 
     The Processing Center has full uninterruptable power supply systems with
battery and diesel power back-up to service the network in case of a power
failure. The Processing Center's data back-up systems would prevent the loss of
transaction records due to power failure. The Company's agreements with its
satellite providers provide for certain assurances with respect to the repair of
satellite malfunction to ensure continuous reliable communications for the
network. The satellite provider for the Processing Center guarantees
uninterrupted service for 99% of the time. By June 1997, the Company plans to
establish an off-site disaster recovery back up system in Budapest to provide
protection against both natural and man-made disasters. In 1996, Euronet's
network operated uninterrupted for 99% of the time excluding scheduled system
back-up and maintenance periods.
 
     Euronet has entered into multi-country purchasing agreements with IBM and
NCR providing for the supply of up to 800 ATMs to Euronet over the next two
years. The Company generally finances the acquisition of ATM machines through
capital leases.
 
ATM NETWORK MANAGEMENT SERVICES
 
     The Company recently began offering complete ATM network management
services to banks that own proprietary ATM networks. These services include: ATM
terminal driving, real-time transaction authorization, advanced monitoring,
network gateway access, network switching, 24 hour customer services,
maintenance services and settlement and reporting.
 
     These services can be offered by Euronet to banks at a savings over
managing their own network due to the Company's economies of scale. Since the
Company has already contracted for many of these services and provides the
services as part of its own operation, this allows the potential for additional
revenue with lower incremental cost since Euronet has already invested in the
necessary infrastructure.
 
     The ATM network management services provided by the Company include
management of an existing network of ATMs or development of new ATM networks.
This includes 24 hour monitoring of those ATMs from its Processing Center of
each individual ATM's status and cash condition, coordinating the cash delivery
and management of cash levels in the ATM and automatic dispatch for necessary
service calls. Euronet will also be able to provide these managed ATMs access to
those international cards and networks that are connected to the Euronet
network. In December 1996, the Company signed an agreement with Budapest Bank to
provide these ATM network management services to Budapest Bank's 120 machine ATM
network in Hungary. While important in strategic terms, the agreement with
Budapest Bank is not anticipated to be material in relation to the Company's
other client contracts when fully implemented. This contract is expected to be
implemented by May of 1997. Further, in January 1997, the Company executed an
agreement with Service Bank in Germany to provide installation and management
services to expand Service Bank's existing ATM network in Germany in non-bank
branch locations.
 
     In addition, the Company has entered into an agreement with GE Capital
Corporation under which the Company will be a preferred provider of ATM network
management services to certain banks affiliated with GE Capital Corporation and
located in Poland, Hungary, the Czech Republic, Germany and Austria, including
Mercurbank AG in Austria, Service Bank GmbH & Co., KG in Germany, GE Capital
Bank SA in Poland and Budapest Bank in Hungary.
 
                                       30

<PAGE>   30
 
OTHER SERVICES
 
     Euronet is currently working toward offering on-line point of sale
authorization for purchases made at retail outlets with credit and debit cards.
Purchases made with cards issued by banks that have executed Acceptance
Agreements and cards connected to international ATM networks that are connected
to the Euronet ATM network would be able to be authorized through Euronet's
Processing Center, generating additional transaction fees.
 
     Euronet also plans to introduce payment processing capabilities on its ATMs
which would allow ATM card holders to pay utility bills, check stock and mutual
fund account balances and purchase stamps, theatre tickets, travellers checks
and other items at its ATM machines. The Company is currently working to develop
an ATM bill paying system that would be made available to utilities and other
service providers for bills that have traditionally required payment in person
at a post office or other central locations. In addition, the Company's ATMs are
upgradeable so that they can be updated to be used with new technologies
including computer chip "smart cards" which are electronic debit cards which can
be used to withdraw cash from ATMs as well as being "charged up" with electronic
funds at an ATM through a connection with the cardholder's bank and used to
purchase goods from retail locations. There can be no assurance that new
services introduced by the Company will be accepted by consumers in its market.
 
     In May 1996, the Company began to sell advertising on its network.
Advertising clients can put their advertisements on the video screens of
Euronet's ATMs, on the receipts issued by the ATMs and on coupons dispensed with
cash from the ATMs. Advertising revenues currently average approximately $200 to
$250 per month for each ATM carrying advertising.
 
COMPETITION
 
     Competitive factors in the Company's business are network availability and
response time, price, ATM location and access to other networks. Principal
competitors of the Company include ATM networks owned by banks and regional
networks consisting of consortiums of banks.
 
EMPLOYEES
 
     The Company's business is highly automated and it out-sources many of its
internal functions such as ATM maintenance and repair and security. As a result,
the Company's labor requirements are relatively low. As of December 31, 1996,
the Company and its subsidiaries had 58 full-time employees, 36 of which were
located in its Budapest office, 21 in its Warsaw office and 1 in its Frankfurt
office. None of the Company's or its subsidiaries' employees are currently
represented by a union. The Company has never experienced any work stoppages or
strikes.
 
GOVERNMENT REGULATION
 
     The Company has received interpretative letters from the Hungarian Bank
Supervisory Board and the Polish National Bank to the effect that the business
activities of the Company in those jurisdictions, as described in this
Prospectus, do not constitute "financial activities" subject to licensing. Any
expansion of the activity of the Company into areas which are qualified as
"financial activity" under local legislation may subject the Company to
licensing, and the Company may be required to comply with various conditions in
order to obtain such licenses. Moreover, the interpretations of bank regulatory
authorities as to the activity of the Company as currently conducted might
change in the future. The Company monitors its business for compliance with
applicable laws or regulations regarding financial activities.
 
     Under German law ATMs are subject to essentially the same licensing
requirements as bank branches and may only be operated by licensed financial
institutions. The Company intends to be a service provider to banks and it does
not anticipate that it will be subject to German financial institution licensing
requirements. There can be no assurance that the Company will not become subject
to additional regulation in Germany or other countries in which it conducts its
business.
 
                                       31

<PAGE>   31
 
PROPERTY
 
     The Company's executive offices and Processing Center are located in
approximately 2,800 square feet of office space in Budapest. The Company also
maintains a 2,760 square foot office in Warsaw, a 755 square foot office in
Krakow and a 765 square foot office in Szczecin. All of the Company's facilities
are leased. The Company's office leases provide for initial terms of 24 to 60
months.
 
TRADEMARKS
 
     The Company has filed applications for registration of certain of its
trademarks including the names "Euronet" and "Bankomat" and/or the blue diamond
logo in Hungary, Poland, the Czech Republic, Slovakia, Sweden, France and the
United Kingdom. Such applications have not yet been granted.
 
LITIGATION
 
     The Company is not currently involved in any material legal proceedings
and, to the Company's knowledge, no litigation is currently threatened against
it.
 
                                       32

<PAGE>   32
 
                                   MANAGEMENT
 
DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES
 
     The table sets forth certain information concerning the directors,
executive officers and other key employees of the Company:
 

<TABLE>
<CAPTION>
              NAME                 AGE                           POSITION
- ---------------------------------  ---     ----------------------------------------------------
<S>                                <C>     <C>
DIRECTORS
Michael J. Brown(1)..............  40      Chairman, President and Chief Executive Officer
Daniel R. Henry..................  31      Director, Chief Operating Officer
Thomas A. McDonnell(1)(2)........  51      Director
Nicholas B. Callinan(1)(2).......  50      Director
Steven J. Buckley(1)(2)..........  41      Director
Eriberto R. Scocimara............  60      Director
Andrzej Olechowski...............  49      Director
EXECUTIVE OFFICERS
Dennis H. Depenbusch.............  33      Vice President -- Poland
Bruce S. Colwill.................  32      Chief Financial Officer and Chief Accounting Officer
Jeffrey B. Newman................  42      Vice President and General Counsel
Johannes Seeger..................  59      Vice President -- Germany
OTHER KEY EMPLOYEES
Istvan Alpek.....................  30      Operations Manager -- Hungary
Jan Kaczmarek....................  48      Operations Manager -- Poland
Peter Nagy.......................  36      Business Development Manager -- Hungary
Krzysztof Kulig..................  25      Business Development Manager -- Poland
Matthew Lanford..................  30      Systems Manager -- Hungary
Joanna Zaczek....................  43      Systems Manager -- Poland
Gabriella Temesi.................  27      Real Estate Manager -- Hungary
</TABLE>

 
- ---------------
 
(1) Member of the Compensation Committee
 
(2) Member of the Audit Committee
 
     Directors
 
     MICHAEL J. BROWN is one of the founders of the Company and has served as
its Chief Executive Officer since 1994. In 1979 Mr. Brown founded Innovative
Software, a computer software company that was merged with Informix in 1988.
During this period, Innovative Software conducted three public offerings of its
shares. Mr. Brown served as President and Chief Operating Officer of Informix
from February 1988 to January 1989. He served as President of the Workstation
Products Division of Informix from January 1989 until April 1990. Annual
revenues of Informix had grown to $170 million by the time Mr. Brown left
Informix in 1990. In 1993 Mr. Brown was a founding investor of Visual Tools,
Inc., a company that writes and markets component software for the growing
Visual Basic and Visual C++ developer market. Visual Tools, Inc. was acquired by
Sybase Software in February 1996. Mr. Brown received a B.S. in Electrical
Engineering from the University of Missouri -- Columbia in 1979 and a M.S. in
Molecular and Cellular Biology at the University of Missouri -- Kansas City in
1996. Mr. Brown has been a Director of the Company since its incorporation in
December 1996 and he previously served on the boards of Euronet's predecessor
companies. His term as Director of the Company will expire in 2000. Mr. Brown is
married to the sister of Mr. Henry's wife.
 
     DANIEL R. HENRY founded the Company with Michael Brown in 1994 and is
serving as Chief Operating Officer of the Company. Mr. Henry is based in
Budapest, Hungary where he operates and oversees the daily operations of the
Company's Hungary operations and the supervision of the Company's Poland
operations. Mr. Henry also is responsible for the expansion of the Company into
other countries and the development of new markets. Prior to joining the
Company, Mr. Henry was a commercial real estate broker for five years in the
 
                                       33

<PAGE>   33
 
Kansas City metropolitan area where he specialized in the development and
leasing of premiere office properties. Mr. Henry received a B.S. in Business
Administration from the University of Missouri -- Columbia in 1988. Mr. Henry
has been a Director of the Company since its incorporation in December 1996 and
he previously served on the boards of Euronet's predecessor companies. His term
as Director of the Company will expire in 1999. Mr. Henry is married to the
sister of Mr. Brown's wife.
 
     THOMAS A. MCDONNELL has been a Director of the Company since its
incorporation in December 1996 and he previously served on the boards of
Euronet's predecessor companies. From 1973 to September 1995 he served as
Treasurer of DST Systems, Inc. Since October 1984 he has served as Chief
Executive Officer and since January 1973 (except for a 30 month period from
October 1984 to April 1987) he has served as President of such company. From
February 1987 to October 1995 he served as Executive Vice President and from
1983 to November 1995 he served as a director of Kansas City Southern
Industries. From December 1989 to October 1995, he served as a director of The
Kansas City Southern Railway Company. From 1985 to November 1995, he also served
as a director of Janus Capital Corporation. From October 1994 to April 1995 he
served as President and from 1992 to September 1995 as director of Berger
Associates, Inc. From 1994 to January 1997, Mr. McDonnell was a director of
First of Michigan Capital Corporation. He is currently a director of Informix,
BHA Group, Inc., Nellcor-Puritan Bennett Corporation, DST Systems Inc., Cerner
Corporation, Computer Science Corporation and Janus Capital Corporation. Mr.
McDonnell has a B.S. in Accounting from Rockhurst College and an M.B.A. from the
Wharton School of Finance. Mr. McDonnell's term as Director of the Company will
expire in 2000.
 
     NICHOLAS B. CALLINAN has been a Director of the Company since its
incorporation in December 1996 and he previously served on the board of Euronet
Holding N.V. Since 1983 he has served as Senior Vice President and Managing
Director for Central and Eastern Europe of Advent International Corporation, the
ultimate general partner of private equity funds which are a shareholder of the
Company. From 1983 to 1993, he was founder and Chief Executive Officer of
Western Pacific Management & Investment Company, which later became the Advent
Group of Companies. Mr. Callinan has a B.E. in Civil Engineering and an M.B.A.
from the University of Melbourne. Mr. Callinan's term as Director of the Company
will expire in 1998.
 
     STEVEN J. BUCKLEY has been a Director of the Company since its
incorporation in December 1996 and he previously served on the boards of
Euronet's predecessor companies. In June 1990 he was a co-founder of Poland
Partners L.P., a venture capital fund for investment in Poland and since April
1994 he has been President and Chief Executive Officer of Poland Partners
Management Company, the advisor of such fund. From June 1990 to April 1994, he
was a founder and director of Company Assistance Ltd., a business advisory firm
in Poland. He has a B.A. in Political Science from Stanford University and an
M.B.A. from Harvard University. Mr. Buckley's term as Director of the Company
will expire in 1998.
 
     ERIBERTO R. SCOCIMARA has been a Director of the Company since its
incorporation in December 1996 and he previously served on the boards of
Euronet's predecessor companies. Since April 1994 Mr. Scocimara has served as
President and Chief Executive Officer of the Hungarian-American Enterprise Fund,
a private company that is funded by the U.S. government and invests in Hungary
and is also a shareholder of the Company. Since 1990 he has been a partner of
The Contrarian Group, an investment and management company based in California.
Mr. Scocimara is currently a director of the Hungarian-American Enterprise Fund,
Carlisle Companies, Harrow Industries, Inc., Roper Industries, Quaker Fabrics
and several privately-owned companies. He has a Licence de Science Econonomique
from the University of St. Gallen, Switzerland, and an M.B.A. from Harvard
University. His term as a Director of the Company will expire in 1998.
 
     ANDRZEJ OLECHOWSKI has served as a Director of the Company since its
incorporation in December 1996. He has held several senior positions with the
Polish government: from 1993 to 1995 he was Minister of Foreign Affairs and in
1992 he was Minister of Finance. From 1992 to 1993 and again in 1995 he served
as economic advisor to President Walesa. From 1991 to 1992 he was Secretary of
State in the Ministry of Foreign Economic Relations and from 1989 to 1991 was
Deputy Governor of the National Bank of Poland. At present Dr. Olechowski is
Chairman of Central Europe Trust, Poland, a consulting firm. Since 1994, he has
served as Chairman of the City Council in Wilanow, a district of Warsaw. His
memberships include a number of public policy initiatives: International
Advisory Boards of Creditanstalt, Banca Nazionale del Lavoro, International
 
                                       34

<PAGE>   34
 
Finance Corporation, Textron and boards of various charitable and educational
foundations. He received a Ph.D. in Economics in 1979 from the Central School of
Planning and Statistics in Warsaw. His term as Director of the Company will
expire in 1997.
 
     Executive Officers
 
     DENNIS H. DEPENBUSCH has been Vice President of the Company's Poland office
since its inception in May 1995. From 1992 to 1995, Mr. Depenbusch was Director
of Project Finance with RMC in Lawrence, Kansas, where he structured various
financing and acquisition strategies for housing projects. From 1990 to 1992,
Mr. Depenbusch was a Senior Financial Analyst and Market Research Analyst for
Payless ShoeSource. Mr. Depenbusch received a B.S. in Business Administration in
1985 and an M.B.A. in Finance in 1989 from the University of Kansas.
 
     BRUCE S. COLWILL has been Chief Financial Officer and Chief Accounting
Officer of Euronet since May 1996. Mr. Colwill was employed as Assistant
Controller and Financial Controller for PepsiCo Trading Sp. z o.o. in Warsaw,
Poland from 1994 to 1996. From 1989 to 1994, he was employed as a Manager and
Senior Accountant with KPMG in both Poland and Canada in the audit function. Mr.
Colwill obtained his Canadian Chartered Accountants Designation in 1992. He
received a B.B.A. in Accounting from Simon Fraser University in Canada in 1989.
 
     JEFFREY B. NEWMAN joined the Company as Vice President and General Counsel
on January 31, 1997. Prior to this he practiced law in Paris with the law firm
of Salans Hertzfeld & Heilbronn and then with the Washington, D.C. based law
firm of Arent Fox Kintner Plotkin & Kahn, of which he was a partner since 1993.
He established the Budapest office of Arent Fox Kintner Plotkin & Kahn in 1991
and has resided in Budapest since that time. He is a member of the Virginia,
District of Colombia and Paris bars. He received a B.A. in Political Science and
French from Ohio University and law degrees from Ohio State University and the
University of Paris.
 
     JOHANNES SEEGER joined Euronet in June 1996 as Vice President -- Germany.
Mr. Seeger has almost 20 years experience as a senior engineer and manager. From
1984 to 1991, he worked as senior manager of EFT, ATM and POS systems for GZS
GmbH and was responsible for employees, cash-management, security, service, and
technology. From 1991 to 1996, he worked with PostBank GmbH, a German company,
in the development of payment systems. Mr. Seeger graduated as a technical
engineer from the Cologne Technical Polytechnic.
 
     Other Key Employees
 
     ISTVAN ALPEK has been Operations Manager -- Hungary since December 1996 and
is responsible for the management of the daily operations of the ATM network in
Hungary. From August 1995 to December 1996, Mr. Alpek served as Finance Manager
- -- Hungary and he was responsible for the management of the financial and
administrative activity of the Company's Hungarian operations. From 1993 to
1995, he was Business Finance Manager at Digital Equipment Corporation Ltd. in
Budapest, where his responsibilities included management of budgeting, planning,
forecasting and reporting. From 1990 to 1993, Mr. Alpek was the Finance Manager
at Du Pont Co., Hungary. He graduated in 1989 from the College for Foreign Trade
of Budapest and is currently enrolled in the M.B.A. course at Pittsburgh
University.
 
     JAN KACZMAREK became Operations Manager -- Poland in January 1997. Mr.
Kaczmarek is responsible for maintaining the daily operations of the network in
Poland. This includes liaising with security companies and banks in relation to
cash supply and ensuring high availability of the network. From 1994 to 1996,
Mr. Kaczmarek was information technology executive for PTK Centertel in Warsaw,
Poland, where he was responsible for all aspects of information technology and
computing. Prior to this Mr. Kaczmarek was employed by CSC Computer Sciences
Ltd. in Poland and Brussels where he was responsible for the provision of
administrative and billing services as well as the supply for Polish clients and
customer service information technology functions. Mr. Kaczmarek received an
M.A. in Systems Management from Lancaster University in 1972, a B.S. in Chemical
Engineering from the University of Surrey in 1971, and a diploma in
Organizational Development from IOD Leuven Belgium in 1993.
 
                                       35

<PAGE>   35
 
     PETER NAGY was appointed Business Development Manager of the Company in
February 1995. Dr. Nagy is responsible for acquiring and negotiating contracts,
managing and servicing key accounts, and participates in marketing and public
relation issues. From 1988 to 1995, Dr. Nagy worked as a consultant in
Washington, D.C. on Hungarian-American business relations for the Bridgevest,
Inc. and Merit, Inc. international consulting firms. He earned a law degree in
1986 from Janus Pannonius University of Pecs, Hungary and attended undergraduate
studies in Sales and Marketing at the University of New York.
 
     KRZYSZTOF KULIG was appointed Business Development Manager for the
Company's Poland operations in September 1995. His primary responsibility is
marketing Euronet's services to the Polish banking community. This includes
acquiring and negotiating contracts, managing and servicing key accounts and
participating in marketing and public retail issues. From 1994 to 1995, Mr.
Kulig was Brand and Export Manager for Pollena-Ewa S.A. in Poland. Mr. Kulig has
an M.A. in International Trade and Finance from the University of Lodz, Poland
in 1995, and a Diploma in Economics from the University of Kent. Mr. Kulig is
currently enrolled in the M.B.A. program at the University of Calgary, Canada.
 
     MATTHEW LANFORD was appointed Systems Manager for Euronet in August 1996.
He is responsible for systems design and development and ensuring that Euronet's
technology is up-to-date and capable of supporting the rapid expansion of the
Company. From 1989 to 1995, he worked as a programmer, project supervisor and
lead programmer/analyst for Arksys, Inc. the supplier of the ITM/400 software on
the AS/400 where he designed the network processing software currently being
used by the Company. From February 1995 to August 1996, he worked as lead
programmer/analyst for Associates Bancorp, Inc., a division of The Associates,
an international consumer/commercial finance organization. Mr. Lanford has a
B.S. in Computer Science from the University of Arkansas at Little Rock.
 
     JOANNA ZACZEK was appointed Systems Manager for the Company's Poland
operations in February 1996. Her primary task is managing the information
systems within the Polish office, maintaining the ATM network and creating and
maintaining technical connections to the Polish banks. From 1986 to 1996, Ms.
Zaczek worked at Zurich Re (UK) Ltd. where her most recent positions were
corporate analyst and information technology consultant. Ms. Zaczek holds a
Masters degree in Electronics from Warsaw Polytechnic University and a diploma
in Computer Science from the London Polytechnic.
 
     GABRIELLA TEMESI joined Euronet in September 1994 and has been Real Estate
Manager for the Company's Hungary operations since 1995. She is responsible for
securing ATM locations, site contract negotiations and acquiring site
permissions for installation. From 1991 to 1992, she worked for Westbrook
Associates and from 1992 to 1994 for Healy & Baker International, where she was
responsible for various commercial real estate transactions such as acquiring
sites for retailers and offices. Ms. Temesi received her certification from the
Education Center for Foreign Trade and obtained a state brokerage and appraisal
license in 1993.
 
EXECUTIVE COMPENSATION
 
     The following table shows, for the fiscal year ended December 31, 1996,
compensation awarded or paid by the Company to its Chief Executive Officer (the
only employee of the Company whose annual salary and bonus for the fiscal year
ended December 31, 1996 equaled or exceeded $100,000):
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                   ANNUAL COMPENSATION
                                              ------------------------------    LONG-TERM
                                                                               COMPENSATION
                                                                               ------------
                                                                   OTHER        SECURITIES
                                                           ($) BONUS    ANNUAL  UNDERLYING     ALL OTHER
                                              SALARY    -----   COMPENSATION     OPTIONS      COMPENSATION
    NAME AND PRINCIPAL POSITION      PERIOD   -------           ------------   ------------   ------------
- -----------------------------------  ------     ($)      ($)        ($)            (#)            ($)
<S>                                  <C>      <C>       <C>     <C>            <C>            <C>
Michael J. Brown...................   1996    100,000     0           0         1,149,890           0
  Chairman, Chief Executive Officer
</TABLE>

 
                                       36

<PAGE>   36
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
     The following table provides certain information concerning each grant of
options to purchase the Company's Shares made during the fiscal year ended
December 31, 1996 to its Chief Executive Officer:
 

<TABLE>
<CAPTION>
                                             INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------------------------------------
                                                                                             POTENTIAL
                                                                                            REALIZABLE
                                                                                         VALUE AT ASSUMED
                                                                                          ANNUAL RATES OF
                                                                                               STOCK
                              NUMBER OF       % OF TOTAL                                PRICE APPRECIATION
                             SECURITIES        OPTIONS      EXERCISE                            FOR
                             UNDERLYING       GRANTED TO    PRICE PER                     OPTION TERM(3)
                           OPTIONS GRANTED   EMPLOYEES IN     SHARE      EXPIRATION     -------------------
          NAME                (#)(1)(2)      FISCAL YEAR     ($/SH)         DATE         5% ($)    10% ($)
- -------------------------  ---------------   ------------   ---------   -------------   --------   --------
<S>                        <C>               <C>            <C>         <C>             <C>        <C>
Michael J. Brown.........     1,149,890           50.5         2.14     Oct. 14, 2006   1,549,622  3,927,048
</TABLE>

 
- ---------------
 
(1) Such options were awarded in accordance with the provisions of a
    shareholder's agreement dated February 15, 1996, as amended October 14, 1996
    (see "-- Stock Option Plans"). These options are subject to the provisions
    of the Euronet Long-Term Incentive Stock Option Plan adopted by the Company
    on August 13, 1996. Mr. Brown's options will fully vest and become
    exercisable upon the occurrence of the Offering.
 
(2) Each share in Euronet Holding N.V. will be exchanged for one share of Common
    Stock in the Company pursuant to the terms of the Exchange Agreement, dated
    December 17, 1996, among Euronet Services Inc., Euronet Holding N.V. and all
    of the shareholders and optionholders of Euronet Holding N.V.
 
(3) Potential realizable value is based on the assumption that the shares
    appreciate at the annual rates shown (compounded annually) from the date of
    grant until the expiration of the option term. Those numbers are calculated
    based upon the requirements promulgated by the Commission and do not reflect
    any estimate by the Company of future Share price increases.
 
               AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR-END OPTION VALUES
 
     The following table sets forth certain information regarding the stock
options held as of December 31, 1996 by the Chief Executive Officer.
 

<TABLE>
<CAPTION>
                                                              NUMBER OF SECURITIES
                                                             UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                SHARES                               OPTIONS                IN-THE-MONEY OPTIONS
                              ACQUIRED ON                   AT DECEMBER 31, 1996 (#)     AT DECEMBER 31, 1996 ($)(1)
                               EXERCISE        VALUE       ---------------------------   ---------------------------
            NAME                  (#)       REALIZED ($)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
- ----------------------------  -----------   ------------   -----------   -------------   -----------   -------------
<S>                           <C>           <C>            <C>           <C>             <C>           <C>
Michael J. Brown............       0              0             0          1,149,890          0         13,062,750
</TABLE>

 
- ---------------
 
(1) Based upon the initial public offering price of $13.50 per Share minus the
    applicable exercise price.
 
COMPENSATION OF DIRECTORS
 
     The Company does not currently pay fees to its directors for attendance at
meetings. Following completion of the Offering, the Company intends to pay each
outside director a fee consistent with that paid by similar companies for
attendance at meetings, together with reimbursement of out-of-pocket expenses
incurred in connection with the directors' attendance at such meetings. No
additional compensation will be paid for committee meetings held on the same day
as a Board of Directors' meeting. Officers of the Company who are also directors
will receive no additional compensation for serving as directors.
 
EMPLOYMENT AGREEMENTS
 
     Mr. Brown serves as the Chief Executive Officer, President and Chairman of
the Board of the Company pursuant to an employment agreement dated December 17,
1996. Under the terms of his agreement, Mr. Brown is entitled to an annual
salary of $100,000, subject to annual review and adjustments by the Board of
Directors, and is reimbursed for all reasonable and proper business expenses
incurred by him in the performance of his duties under the agreement. The terms
of the agreement also provide that Mr. Brown will be entitled to fringe benefits
and perquisites comparable to those provided to any or all of the Company's
senior officers. The term of the agreement expires in December 1999. The term of
the agreement, however, will be automatically extended on the
 
                                       37

<PAGE>   37
 
same terms and conditions for successive periods of one year each unless
declined by either party for any reason. In the event that Mr. Brown's
employment with the Company is terminated by the Company for Cause (as defined
in the agreement), or if Mr. Brown voluntarily terminates employment with the
Company, he will be entitled to receive all compensation, benefits and
reimbursable expenses accrued as of the date of such termination. In the event
that Mr. Brown's employment with the Company is terminated by reason of death or
Disability (as defined in the agreement), he (or his designated beneficiary)
will be paid his annual salary at the rate then in effect for an additional
one-year period. The agreement also contains certain non-competition,
non-solicitation and non-disclosure covenants.
 
     The Company has also entered into employment agreements with Mr. Henry, Mr.
Depenbusch and Mr. Colwill which expire in December 1999. Certain other key
employees also have employment agreements.
 
STOCK OPTION PLANS
 
     Milestone Options.  In accordance with the Shareholders' Agreement, dated
February 15, 1996, as amended October 14, 1996 (the "Shareholders' Agreement"),
the Company has reserved a total of 2,050,405 shares of Common Stock for
issuance pursuant to Milestone Options granted under the Shareholders' Agreement
to Mr. Brown and Mr. Henry, as well as certain other key employees of the
Company. The Milestone Options are subject to the provisions of the Euronet
Long-Term Incentive Stock Option Plan. See "-- The Long-Term Incentive Plan."
The Milestone Options granted to Mr. Brown, Mr. Henry and Mr. Depenbusch have an
exercise price equal to $2.14 per share and vest and become exercisable upon the
earlier of October 14, 2006, or the date on which any one or more of the three
performance goals described in the Shareholders' Agreement is attained.
One-third of the Milestone Options vest upon the occurrence of each milestone.
Upon the effectiveness of the Offering, Milestone Options granted to Mr. Brown,
Mr. Henry and Mr. Depenbusch will fully vest and become exercisable. Milestone
Options allocated at Mr. Brown's discretion to other management and key
employees also have an exercise price of $2.14 per share, but are conditioned
upon the completion of an initial public offering of the Company's Common Stock
on or before June 30, 1997, and will vest in three equal installments of 33% of
the grant beginning on the date of the Closing of the Offering, with the second
and third portions vesting on the first and second anniversaries of the
Offering, respectively. In the event that an initial public offering of the
Company's common stock does not occur on or before June 30, 1997, the Milestone
Options allocated to management and key employees (other than Mr. Brown, Mr.
Henry and Mr. Depenbusch) will expire and again be available for reallocation at
Mr. Brown's discretion. See "Certain Transactions."
 
     The Long-Term Incentive Plan.  The Euronet Long-Term Incentive Stock Option
Plan (the "Plan") was adopted by the Company on August 13, 1996. Pursuant to the
provisions of the Plan, employees and consultants of the Company may be offered
the opportunity to acquire shares of Common Stock by the grant of non-qualified
stock options ("Options"). A total of 1,299,550 shares of Common Stock have been
reserved for Options under the Plan. Options to purchase shares of Common Stock
of the Company may be granted to eligible employees and consultants, as
determined by the Board of Directors, in amounts reflecting the employee's or
consultant's employment responsibilities and level of performance. The Options
vest in five equal annual installments of 20% of the grant, and have a term of
ten years. The exercise price per share of Common Stock purchased on exercise of
Options is the value of the most recent transaction in equity securities as at
the date of grant. Once vested, the Options may be exercised in whole or part.
The Plan also incorporates various prior grants of Milestone Options under
Shareholders' Agreement. In addition to Milestone Options, as of the date of
this Prospectus, non-qualified stock options have been granted to certain
employees of the Company, including Options to acquire 440,440 shares to Mr.
Henry, Options to acquire 287,000 shares to Mr. Depenbusch as well as Options to
acquire 335,510 shares to other key employees.
 
     Determination of Option Exercise Price.  The Company has granted the
options described above at an exercise price based on the estimated fair market
value of the underlying shares of Common Stock. Fair market value has been
determined by taking into consideration the per share price at which the most
recent sale of equity securities was made by the Company to new investors with
the exception of Milestone Options issued on October 14, 1996 and Incentive
Stock Options issued in the last quarter of 1996, all with an exercise price of
$2.14 per share. The fair market value of the shares underlying these options
was determined to be $4.22 per
 
                                       38

<PAGE>   38
 
share which is the cash price for the sale of Shares in the next succeeding
third party purchase of Shares in February 1997.
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     Audit Committee.  The Directors have established an Audit Committee of
independent Directors. The Audit Committee will make recommendations concerning
the engagement of independent accountants, review with the independent
accountants the plans and results of the audit engagement, approve professional
services provided by the independent accountants, review the independence of the
independent accountants, consider the range of the audit and non-audit fees and
review the adequacy of the Company's internal accounting controls. In addition,
the Audit Committee will be responsible for reviewing and overseeing
transactions between the Company and related parties or affiliated companies.
Thomas A. McDonnell, Steven J. Buckley and Nicholas B. Callinan are members of
the Audit Committee.
 
     Compensation Committee.  The Directors have established a Compensation
Committee with a majority of independent Directors, which will make
determinations with respect to salaries and bonuses payable to the Company's
Executive Officers and will administer the Company's Stock Option Plan. Michael
J. Brown, Thomas A. McDonnell, Steven J. Buckley and Nicholas B. Callinan will
be members of the Compensation Committee. Prior to the Offering the Company did
not have a Compensation Committee and compensation decisions were made by the
Board of Directors. Mr. Brown does not participate in decisions regarding his
own compensation.
 
COMPENSATION COMMITTEE INTERLOCKS
 
     Mr. Brown, the Chairman, President and Chief Executive Officer of the
Company has made loans to the Company of which $262,000 was outstanding as of
December 31, 1996. See "Certain Transactions -- Financings -- Loans from Mr.
Michael J. Brown." There are no Compensation Committee interlocks.
 
                                       39

<PAGE>   39
 
                              CERTAIN TRANSACTIONS
 
FINANCINGS
 
     Between June 22, 1994 and the present, the Company and its existing
shareholders have engaged in several transactions to provide the Company
(including its predecessors and operating subsidiaries) with necessary
financing. These transactions are summarized below. For the convenience of the
reader all amounts of capital contributions made in Hungarian forints have been
translated into U.S. dollars at the official middle rate established by the
National Bank of Hungary on the date such capital contributions were made and
all amounts of capital contributions made in Polish zlotys have been translated
into U.S. dollars at the exchange rate quoted by the National Bank of Poland at
noon on the date such capital contributions were made.
 
     Formation of the Company.  Bank Access 24 Kft. ("Bank 24"), the predecessor
of the Hungarian operating subsidiary of the Company, was established on June
22, 1994 by Michael Brown and Daniel Henry, both of whom are Directors of the
Company. Mr. Brown received a 90% equity interest in Bank 24 in consideration
for a contribution of $9,000 and Mr. Henry received a 10% interest in
consideration of a contribution of $1,000.
 
     Original Joint Venture Agreement.  On July 19, 1994 a Joint Venture
Agreement (the "Original JVA") was entered into by Mr. Brown and DST Systems,
Inc., Euroventures (Hungary) B.V. ("Euroventures"), Mark Callegari, Larry Maddox
and Lawrence Schwartz. The Original JVA provided that the parties to the
Original JVA would contribute capital to Bank 24 in exchange for ownership
interests in Bank 24 in the following amounts:
 

<TABLE>
<CAPTION>
                                                                         CAPITAL      PERCENTAGE
                             SHAREHOLDER                                CONTRIBUTION  OWNERSHIP
- ---------------------------------------------------------------------   ----------    ----------
<S>                                                                     <C>           <C>
Michael Brown........................................................   $  990,000      42.74%
DST Systems, Inc.....................................................   $1,000,000      34.72%
Euroventures.........................................................   $  300,000      10.42%
Mark Callegari.......................................................   $  200,000       6.93%
Lawrence Schwartz....................................................   $   50,000       1.74%
Larry Maddox.........................................................   $  100,000       3.74%
</TABLE>

 
- ---------------
 
     Pursuant to the Original JVA, Mr. Henry transferred his 10% interest in
Bank 24 to Mr. Brown for a purchase price equal to $1,000. At the time of the
Original JVA Mr. Brown was granted an additional 8% equity interest in Bank 24
free of charge.
 
     Capital Increase and Amendment of Original JVA.  On February 20, 1995, the
Original JVA was amended by an Amended and Restated Joint Venture Agreement (the
"Amended JVA") under which a new shareholder, the Hungarian-American Enterprise
Fund ("HAEF"), and Euroventures agreed to purchase from a third party 100% of
the equity interests in SatComNet Kft., which is now a subsidiary of the Company
("SatComNet"). HAEF acquired an 89% interest in SatComNet for a purchase price
of $439,000 and Euroventures purchased an 11% interest in SatComNet for $52,000.
Under the Amended JVA, HAEF also agreed to contribute $611,000 to Bank 24,
Euroventures agreed to contribute $148,000 and a new shareholder, Hi-Care Trade
and Development Company ("Hi-Care") agreed to contribute $197,000.
 
                                       40

<PAGE>   40
 
     The shareholders of SatComNet and Bank 24 exchanged their interests held in
such companies to create identical ownership of the two companies, as follows:
 

<TABLE>
<CAPTION>
                                                                                    PERCENTAGE
                                  SHAREHOLDER                                       OWNERSHIP
- --------------------------------------------------------------------------------    ----------
<S>                                                                                 <C>
Michael Brown...................................................................      30.29%
DST Systems, Inc................................................................      22.49%
HAEF............................................................................      23.61%
Euroventures....................................................................      11.24%
Hi-Care.........................................................................       4.50%
Mark Callegari..................................................................       4.50%
Larry Maddox....................................................................       2.25%
Lawrence Schwartz...............................................................       1.12%
                                                                                    ----------
TOTAL...........................................................................        100%
                                                                                    ========
</TABLE>

 
     Bank 24 was then transformed into an "Rt.", a different form of Hungarian
corporate entity.
 
     Under the Amended JVA, Mr. Henry was granted an option to purchase up to 6%
of the shares of each of Bank 24 and SatComNet for a total purchase price of
$246,000.
 
     Hi-Care entered into a lease with Bank 24 effective as of September 10,
1994 for the Company's current offices in Budapest. The entire amount
contributed to the capital of Bank 24 by Hi-Care under the Amended JVA was
immediately paid out to Hi-Care as a payment under such lease.
 
     Loans from Mr. Michael J. Brown.  Mr. Brown established the Company's
Polish operating subsidiary, Bankomat 24 Sp. z o.o. ("Bankomat"), on August 8,
1995. Upon its formation, Mr. Brown contributed $2,000 to Bankomat and was the
sole interest holder of Bankomat. A capital increase in the amount of $61,000
was made on December 7, 1995. On August 31, 1995, Mr. Brown agreed to make
revolving loans in the amount $125,000 to Bankomat at a rate of interest of 10%
per year. The amount of such loans was increased to $195,000 as of May 21, 1996.
As of December 31, 1996 $262,000 was outstanding under such loans and other
loans made by Mr. Brown to the Company consisting of $67,000 in loans at an
interest rate of 10% relating to the establishment of Bankomat. A portion of the
proceeds of the Offering will be used to repay these loans in full.
 
     Formation of Euronet Holding N.V.  On February 15, 1996 the shareholders in
Bank 24 and SatComNet and Hi-Care (the "Original Investors") terminated the
Amended JVA and entered into the Shareholders' Agreement reorganizing the
ownership of Bank 24, SatComNet and Bankomat. Under the Shareholders' Agreement,
the Original Investors contributed all of their shares and interests in Bank 24,
SatComNet and Bankomat to Euronet Holding N.V., which was established on March
27, 1996 as a holding company. In addition, four new shareholders made cash
contributions to the capital of Euronet Holding N.V in exchange for preferred
stock of Euronet Holding N.V., as follows:
 

<TABLE>
<CAPTION>
                                                                                        NUMBER OF
                                                                                        SHARES OF
                                                                                     PREFERRED STOCK
                                                                     CONTRIBUTION      OF EURONET
                         NEW SHAREHOLDERS                             COMMITMENT      HOLDING N.V.
- ------------------------------------------------------------------   ------------    ---------------
<S>                                                                  <C>             <C>
Advent Private Equity Fund CELP...................................    $ 1,250,000         875,000
Hungarian Private Equity Fund.....................................    $   500,000         350,000
Poland Investment Fund............................................    $ 1,250,000         875,000
Poland Partners L.P...............................................    $ 3,000,000       2,100,000
</TABLE>

 
     Concurrently with these transactions, Euroventures purchased the shares and
interests of Hi-Care in Bank 24 and SatComNet.
 
                                       41

<PAGE>   41
 
     The Shareholders' Agreement provided that the Original Investors and
management of Euronet Holding N.V. would be granted certain awards of preferred
shares, and in the case of Mr. Brown, Common Shares, of Euronet Holding N.V. in
consideration of the payment of the par value ($0.02) of such shares if certain
goals ("Milestones") were attained by the Company (the "Milestone Awards").
Specifically, the following Original Investors were to receive the following
amounts of preferred shares or Common Shares of Euronet Holding N.V.:
 

<TABLE>
<CAPTION>
                                                                               NUMBER OF SHARES
                     ORIGINAL INVESTOR OR MANAGEMENT MEMBER                     TO BE AWARDED
    ------------------------------------------------------------------------   ----------------
    <S>                                                                        <C>
    Michael Brown...........................................................   up to 1,117,620
    DST Systems, Inc. ......................................................   up to  258,300
    HAEF....................................................................   up to  271,110
    Euroventures............................................................   up to  180,810
    Mark Callegari..........................................................   up to    51,597
    Larry Maddox............................................................   up to    25,802
    Lawrence Schwartz.......................................................   up to    12,901
    Daniel Henry............................................................   up to  593,670
</TABLE>

 
     Pursuant to the Shareholders' Agreement Euronet Holding N.V. was entitled
to call a "standby round" of investment from DST Systems, Inc., Poland Partners
L.P., Hungarian Private Equity Fund and the Advent Private Equity Fund CELP of
up to $3,000,000 in the aggregate from such shareholders at a per share price of
$2.14 for one tranche and $10.00 per share for a second tranche subject to
certain conditions. The first tranche of this standby round was called on
November 26, 1996 and 466,669 Series B convertible preferred shares of Euronet
Holding N.V. were issued in exchange for $1 million. The Company's right to call
the remainder of the standby round commitment will terminate on the termination
of the Shareholders' Agreement which will occur on the execution of the
underwriting agreement to be executed in connection with this Offering
 
     In addition, the Shareholders' Agreement provided that Mr. Brown would be
reimbursed by the shareholders for up to $100,000 for expenses incurred from
December 1994 to May 1995, and by the Company for expenses incurred from June 1,
1995 to March 27, 1996 relating to the establishment of Bankomat. On October 11,
1996, Euronet Holding N.V. adopted a revision to its Articles of Association
effecting a ten for one stock split.
 
     On October 14, 1996, the Shareholders' Agreement was amended (the "First
Amendment") and the Milestone Award arrangements were modified to provide for
two different types of grants:
 
     (i)   Milestone Awards of preferred shares of Euronet Holding N.V. in
        exchange for payment of par value ($0.02), to all Original Investors
        except Mr. Brown,
 
     (ii)   Options to purchase Common Shares and preferred stock of Euronet
        Holding N.V. to Mr. Brown, and options to purchase preferred shares of
        Euronet Holding N.V. to Mr. Henry, Mr. Depenbusch and certain other
        employees of the group at a purchase price of $2.14 per share
        ("Milestone Options"). The number of shares of Euronet Holding N.V.
        subject to these option arrangements was increased as compared with the
        amounts that were to be awarded under the Shareholders Agreement to take
        into account the fact that consideration was now to be paid for such
        shares. The following numbers of Milestone Options were granted to
        directors and officers of the Company: Michael Brown (1,149,890 of
        Common Shares and preferred stock of Euronet Holding N.V.); Daniel Henry
        (599,340 preferred shares of Euronet Holding N.V.); and Dennis
        Depenbusch (226,450 preferred shares of Euronet Holding N.V.).
 
     All Milestone Awards of Common Shares of Euronet Holding N.V. will be made
effective as of the closing of the Offering and all Milestone Options will
become vested upon the closing of the Offering, with the exception of 49,819
Options to certain key employees which will vest equally over two years
following the Offering. See "Management -- Stock Option Plans."
 
     The Reorganization.  In December 1996, the Company, shareholders and
optionholders of Euronet Holding N.V. entered into an Exchange Agreement
pursuant to which (i) 10,296,076 shares of Common Stock
 
                                       42

<PAGE>   42
 
will be issued to the shareholders of Euronet Holding N.V. in exchange for all
of the Common Shares of Euronet Holding N.V., (ii) options to acquire 3,113,355
shares of Common Stock will be granted to the holders of options to acquire
3,113,355 Common Shares of Euronet Holding N.V. in exchange for all of such
options and (iii) awards with respect to 800,520 shares of Common Stock will be
issued to the holders of awards with respect to 800,520 preferred shares of
Euronet Holding N.V. in exchange for all such awards. Such exchange is subject
to and will be effective upon the execution of the underwriting agreement to be
executed in connection with the Offering. Euronet Holding N.V. will be dissolved
following the Reorganization. In connection with the Reorganization, the
Shareholders' Agreement will be terminated.
 
     GE Capital Investment.  On January 31, 1997, the Company signed a
subscription agreement (the "Subscription Agreement") with General Electric
Capital Corporation ("GE Capital") pursuant to which GE Capital agreed to
subscribe for preferred stock of Euronet Holding N.V. for an aggregate purchase
price of $3 million which will entitle GE Capital to receive 710,507 shares of
Common Stock of the Company in connection with the Reorganization, resulting in
a per Share purchase price of $4.22. Under a "claw back" option, the Company has
the right to repurchase up to 292,607 of such shares for nominal consideration
in the event of a public or private offering of the Company's Common Stock where
the Company is attributed a valuation that is higher than that used for purposes
of the Subscription Agreement, including the offering made hereby. The
Subscription Agreement also includes certain reciprocal rights of the parties to
act as preferred providers of services to each other in Poland, Hungary, the
Czech Republic, Germany and Austria. In particular, the Company will be a
preferred provider of outsourced ATM services to certain banks affiliated with
GE Capital and GE Capital will be a preferred provider of equipment financing
and satellite telecommunications to the Company.
 
ATM PURCHASE OPTION
 
     On March 10, 1995 Bank 24 entered into a Master Rental Agreement with HFT
Corporation ("HFT") pursuant to which HFT agreed to lease ATM machines to Bank
24 pursuant to operating leases which are treated, for U.S. GAAP purposes only,
as capital leases. On the same date, HFT granted an option to purchase the ATM
machines which were the subject of this Master Rental Agreement to Windham
Technologies, a company controlled by Michael Brown and Mark Callegari. On March
25, 1995, Windham Technologies executed a unilateral undertaking (the
"Undertaking") to sell such machines to Bank 24 for a purchase price which was
equal to the price paid by Windham, plus incidental expenses. All ATMs operated
by the Company are subject to this arrangement. As indicated in "Management's
Discussion and Analysis of Financial Condition and Results of Operations", the
Company intends to restructure these arrangements as capital leases under
Hungarian law and has recorded an accrual in this respect.
 
WINDHAM TECHNOLOGIES INC.
 
     Windham Technologies Inc. ("Windham") holds the option to purchase certain
ATMs at the end of the lease term. Windham is jointly owned by two shareholders
of Euronet Holding N.V. Windham has signed an undertaking to contribute these
assets to Euronet N.V. at the end of the lease at a bargain purchase price of $1
plus incidental expenses.
 
     In addition, payments of $425,000, $320,000 and $66,000 have been made for
the years ended December 31, 1996 and 1995 and for the period from June 22, 1994
(inception) through December 31, 1994, respectively, to Windham. These payments
cover the services and related expenses of consultants seconded by Windham to
Euronet N.V. These services include AS400 computer expertise, bank marketing and
management support.
 
                                       43

<PAGE>   43
 
                       PRINCIPAL AND SELLING SHAREHOLDERS
 
     The following table sets forth certain information with respect to the
beneficial ownership of the Company's Shares as of February 15, 1997, and after
giving effect to the Offering by (i) each shareholder known by the Company to
own beneficially more than 5% of the Shares, (ii) all Directors and Executive
Officers of the Company as a group and (iii) each Selling Shareholder.
 

<TABLE>
<CAPTION>
                                                   SHARES                              SHARES
                                                BENEFICIALLY      SHARES TO BE      BENEFICIALLY
                                               OWNED PRIOR TO     SOLD IN THE       OWNED AFTER
                                                THE OFFERING        OFFERING      THE OFFERING(1)
                                             ------------------   ------------   ------------------
                                             NUMBER OF             NUMBER OF     NUMBER OF
               SHAREHOLDERS                  SHARES(2)     %       SHARES(1)     SHARES(2)     %
- -------------------------------------------  ---------   ------   ------------   ---------   ------
<S>                                          <C>         <C>      <C>            <C>         <C>
Michael J. Brown(3)........................  3,562,370   31.24%      354,515     3,132,277   21.69%
Daniel R. Henry(4).........................    775,600    6.80%      103,985       671,615    4.65%
Dennis Depenbusch(5).......................    283,850    2.49%       51,345       232,505    1.61%
Peter Nagy(6)..............................     21,980        *           --        21,980        *
Nicholas B. Callinan(7)....................      7,648        *        1,750         5,898        *
DST Systems, Inc...........................  1,414,077   12.40%           --     1,178,797    8.16%
Euroventures...............................    935,410    8.20%      233,852       512,908    3.55%
Mark R. Callegari..........................    267,197    2.34%       66,800       153,341    1.06%
Larry Maddox...............................    133,602    1.17%       33,400        76,674        *
Lawrence M. Schwartz, Jr...................     66,801        *       16,700        38,368        *
HAEF.......................................  1,403,010   12.31%      350,753       798,702    5.53%
Poland Partners L.P........................  2,294,446   20.12%      525,000     1,769,446   12.25%
Advent Partners L.P........................     38,241        *        8,750        29,491        *
Advent Private Equity Fund -- CELP.........    917,777    8.05%      210,000       707,777    4.90%
Poland Investment Fund L.P.................    956,018    8.39%      218,750       737,268    5.11%
Hungarian Private Equity Fund..............    382,410    3.35%       87,500       294,910    2.04%
General Electric Capital Corporation(8)....    710,507    6.23%           --       710,507    4.92%
All Directors and Executive Officers as a
  group (4 persons)........................  4,629,468   40.60%      511,595     4,042,295   27.99%
</TABLE>

 
- ---------------
 
*   The percentage of shares of Common Stock beneficially owned does not exceed
one percent of the outstanding Shares.
 
(1) Assumes no exercise of the Underwriters' over-allotment option. Also
    reflects transfers of existing shares of Common Stock among certain
    shareholders at the time of the Offering.
 
(2) Based on 11,401,418 Shares outstanding prior to the Offering and 14,440,068
    Shares outstanding after the Offering. Calculations of percentage of
    beneficial ownership assume the exercise by only the respective named
    stockholder of all options for the purchase of Shares held by such
    stockholder which are exercisable within 60 days of January 1, 1997
 
(3) Includes an aggregate of 1,985,270 shares of Common Stock issuable pursuant
    to options (including Milestone Options) exercisable within 60 days of
    January 1, 1997. Shares beneficially owned by Mr. Brown prior to Offering
    include 835,380 Shares that Mr. Brown has the right to acquire from existing
    shareholders of the Company pursuant to an option agreement. Shares
    beneficially owned by Mr. Brown after the Offering include 759,802 Shares
    acquired by Mr. Brown pursuant to such option agreement.
 
(4) Includes an aggregate of 775,600 shares of Common Stock issuable pursuant to
    options (including Milestone Options) exercisable within 60 days of January
    1, 1997.
 
(5) Includes an aggregate of 283,850 shares of Common Stock issuable pursuant to
    options (including Milestone Options) exercisable within 60 days of January
    1, 1997.
 
(6) Includes an aggregate of 21,980 shares of Common Stock issuable pursuant to
    options exercisable within 60 days of January 1, 1997.
 
(7) Mr. Callinan's shares are held indirectly through his interest in Advent
    Partners L.P.
 
(8) The Company has the right to repurchase up to 292,607 shares of Common Stock
    from General Electric Capital Corporation for nominal consideration upon
    completion of the Offering. See "Certain Transactions -- GE Capital
    Investment."
 
                                       44

<PAGE>   44
 
                          DESCRIPTION OF CAPITAL STOCK
 
GENERAL
 
     The authorized capital stock of the Company consists of 30 million shares
of Common Stock, par value $0.02 per share and 10 million shares of Preferred
Stock, par value $0.02 per share. The following summary description of the
capital stock of the Company does not purport to be complete and is subject to
the detailed provisions of, and qualified in its entirety by reference to, the
Certificate of Incorporation and By-Laws, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus is a part, and
to the applicable provisions of the General Corporation Law of the State of
Delaware (the "DGCL").
 
COMMON STOCK
 
     The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to the
rights of any holders of Preferred Stock, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock are entitled to share ratably in the distribution of all assets remaining
after payment of liabilities, subject to the rights of any holders of Preferred
Stock. The holders of Common Stock have no preemptive rights to subscribe for
additional shares of the Company and no right to convert their Common Stock into
any other securities. In addition, there are no redemption or sinking fund
provisions applicable to the Common Stock. All the outstanding shares of Common
Stock are, and the Common Stock offered hereby will be, fully paid and
nonassessable.
 
PREFERRED STOCK
 
     The Board of Directors is authorized, without further action by the
stockholders, to issue any or all shares of authorized Preferred Stock as a
class without series or in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series. The issuance of Preferred
Stock could adversely affect the voting power of holders of Common Stock and
could have the effect of delaying, deferring or impeding a change in control of
the Company. As of the date of this Prospectus, the Company has not authorized
the issuance of any Preferred Stock and there are no plans, agreements or
understandings for the issuance of any shares of Preferred Stock.
 
CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS
 
     Certain provisions of the Certificate of Incorporation and By-Laws of the
Company summarized below may be deemed to have an anti-takeover effect and may
delay, defer or make more difficult a takeover attempt that a stockholder might
consider in its best interest. See "Risk Factors -- Anti-takeover Provisions."
Set forth below is a description of certain provisions of the Company's
Certificate of Incorporation and By-Laws.
 
     The Certificate of Incorporation provides that the Board of Directors of
the Company be divided into three classes of directors serving staggered
three-year terms. The classes of directors will be as nearly equal in number as
possible. Accordingly, approximately one-third of the company's Board of
Directors will be elected each year. See "Management -- Directors, Executive
Officers and Other Key Employees." The Certificate of Incorporation provides
that the number of directors will be determined by the Board of Directors.
 
     The Company's Certificate of Incorporation provides that no director of the
Company shall be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of laws, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases pursuant to Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit. The effect of these provisions is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of fiduciary duty as a director (including
 
                                       45

<PAGE>   45
 
breaches resulting from grossly negligent behavior), except in the situations
described above. These provisions will not limit the liability of directors
under federal securities laws.
 
SECTION 203 OF DELAWARE GENERAL CORPORATION LAW
 
     Section 203 of the DGCL prohibits certain transactions between a Delaware
corporation and an "interested stockholder," which is defined as a person who,
together with any affiliates or associates of such person, beneficially owns,
directly or indirectly, 15% or more of the outstanding voting shares of a
Delaware corporation. This provision prohibits certain business combinations
(defined broadly to include mergers, consolidations, sales or other dispositions
of assets having an aggregate value in excess of 10% of the consolidated assets
of the corporation, and certain transactions that would increase the interested
stockholder's proportionate share ownership in the corporation) between an
interested stockholder and a corporation for a period of three years after the
date the interested stockholder becomes an interested stockholder, unless (i)
the business combination is approved by the corporation's board of directors
prior to the date the interested stockholder becomes an interested stockholder,
(ii) the interested stockholder acquired at least 85% of the voting stock of the
corporation (other than stock held by directors who are also officers or by
certain employee stock plans) in the transaction in which it becomes an
interested stockholder or (iii) the business combination is approved by a
majority of the board of directors and by the affirmative vote of 66 2/3% of the
outstanding voting stock that is not owned by the interested stockholder.
 
REGISTRATION RIGHTS
 
     Pursuant to an agreement (the "Registration Rights Agreement") dated March
13, 1996, among Euronet Holding N.V. (the predecessor to the Company) and the
following shareholders: Advent Private Equity Fund CELP, Poland Investment Fund,
the Hungarian Private Equity Fund L.P., Poland Partners L.P., Michael J. Brown,
Larry Maddox, Mark Callegari, Lawrence Schwartz, DST Systems, Inc., Euroventures
and HAEF (each a "Holder" and collectively the "Holders"), the Holders and all
other shareholders were granted certain rights with respect to the registration
of their shares of Common Stock under the Securities Act.
 
     Under the terms of such agreement, which apply by succession to the
Company, Holders of no less than 12% of the shares of Common Stock of the
Company can demand that the Company effect up to four registrations of the
Common Stock under the Securities Act with respect to all or any portion of
their shares provided that each demand relates to a registration of at least $4
million worth of Common Stock. The Company can delay such a demand for a period
not in excess of 120 days, and not more than once in any 12 month period, if at
the time of such demand the Company is in the process of preparing a
registration statement for a public offering (other than a registration
statement solely to implement an employee benefit plan or a transaction to which
Rule 145 of the Securities Act is applicable) which is filed and becomes
effective within 90 days after such demand.
 
     In addition, if the Company at any time initiates a registration under the
Securities Act (other than a registration effected solely to implement an
employee benefit plan or a transaction to which Rule 145 of the Securities Act
is applicable), all shareholders are entitled to notice of such registrations
and to include their shares of Common Stock in such registration subject to
certain limitations.
 
     After the Company has qualified for use of Form S-3, all shareholders will
have the right to request an unlimited number of registrations on Form S-3 (but
the Holders as a group may not make more than two such requests in any given 12
month period and not more than four in the aggregate), provided that the
aggregate offering price of such shareholder's shares of Common Stock exceeds
$500,000 and the Company has initiated a proposed registration. The Company can
delay such a request for a period not in excess of 120 days if at the time of
such request the Company is in the process of preparing a registration statement
for a public offering (other than a registration statement solely to implement
an employee benefit plan or a transaction to which Rule 145 of the Securities
Act is applicable) which is filed and becomes effective within 90 days after
such request.
 
     In all cases the registration rights are subject to certain conditions and
limitations, including the right of the underwriters of an offering to limit the
number of shareholders shares to be included in such registration. The Company
is required to bear the expenses of all such registrations, except for
underwriters' fees, discounts and
 
                                       46

<PAGE>   46
 
commissions. Registration rights are assignable to any assignee of at least 50%
of shares conveyed who agrees to be bound by the terms and conditions of the
Registration Rights Agreement within ten days of such assignment. The Offering
is being conducted in accordance with the terms of the Registration Rights
Agreement.
 
TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for the Common Stock is State Street Bank
and Trust Company.
 
                                       47

<PAGE>   47
 
                CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
                         FOR NON-U.S. HOLDERS OF SHARES
 
     The following general discussion is a summary of certain United States
federal income and estate tax considerations applicable to the ownership and
disposition of Shares by "Non-U.S. Holders". In general, a "Non-U.S. Holder" is
a beneficial owner of Shares other than: (i) a citizen or resident of the United
States, (ii) a corporation or partnership created or organized in the United
States or under the laws of the United States or of any state or (iii) an estate
or trust, the income of which is includable in gross income for United States
income tax purposes regardless of its source. The term "Non-U.S. Holder" does
not include certain individuals who formerly were either citizens or long-term
lawful permanent residents of the United States within the ten-year period
immediately preceding the date of this Prospectus and whose loss of United
States citizenship or lawful permanent residency status had as one of its
principal purposes the avoidance of United States taxes.
 
     This discussion is based on current law, which is subject to change and is
for general information purposes only. This discussion does not address aspects
of United States federal taxation other than income and estate taxation and it
is not intended to be a complete description of all United States federal income
and estate tax considerations attendant to the ownership and disposition of
Shares. Furthermore, this summary does not consider any specific facts or
circumstances that may apply to a particular Non-U.S. Holder and it does not
take into account United States state and local or non-U.S. tax consequences.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS REGARDING THE
UNITED STATES FEDERAL, STATE, LOCAL AND NON-UNITED STATES INCOME AND OTHER TAX
CONSEQUENCES OF HOLDING AND DISPOSING OF SHARES.
 
DIVIDENDS
 
     The Company does not anticipate paying cash dividends on the Shares in the
foreseeable future. Although the Company may in the future consider paying cash
dividends on the Shares, the Board of Directors of the Company has made no
decision with respect to the payment of any such dividends, including the timing
and amount of any such dividend. See "Dividend Policy." Distributions to a
Non-U.S. Holder in respect of Shares will be treated as a dividend for United
States federal income tax purposes to the extent of the Company's current or
accumulated earnings and profits, as determined under United States federal
income tax principles. Such distributions ordinarily will be subject to
withholding of United States federal income tax at a 30% rate, unless such rate
is reduced by an applicable income tax treaty. Dividends that are effectively
connected with such Non-U.S. Holders conduct of a trade or business in the
United States or, if a tax treaty applies, attributable to a permanent
establishment in the United States generally will be subject to United States
federal income tax at regular rates on a net income basis (and, in the case of a
Non-U.S. Holder that is a corporation, under certain circumstances may be
subject to an additional "branch profits tax" at a 30% rate, or such lower rate
as may be applicable under an income tax treaty), but generally will not be
subject to withholding tax if the Non-U.S. Holder files certain forms with the
payor.
 
     Distributions by the Company in excess of the Company's current and
accumulated earnings and profits as determined for United States federal income
tax purposes will be treated first as a tax-free return of capital to the U.S.
Holder, reducing the tax basis of the U.S. Holder's Shares by the amount of such
distribution (but not below zero) with distributions in excess of the U.S.
Holder's tax basis taxable (to the same extent described below) as a sale or
exchange of Shares. accumulated earnings and profits, the Non-U.S. Holder would
be entitled to seek a refund of such amounts by filing an appropriate claim for
refund with the IRS.
 
     For purposes of determining whether United States federal tax should be
withheld at the 30% rate or at a lower rate as prescribed by an applicable tax
treaty, the Company ordinarily will presume that dividends paid to an address in
a foreign country are paid to a resident of such country absent knowledge that
such presumption is not warranted. However, under United States Treasury
regulations proposed in 1996 that would apply to payments made after December
31, 1997, a Non-U.S. Holder of Shares would be required to file certain
information with the payor of the dividends to obtain a reduced withholding rate
on dividends under an income tax treaty.
 
                                       48

<PAGE>   48
 
SALE OR OTHER DISPOSITION OF SHARES
 
     In general, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain recognized upon the sale or other disposition of Shares
unless: (i) the gain is effectively connected with a trade or business carried
on by the Non-U.S. Holder within the United States or, alternatively, if certain
tax treaties apply, attributable to a permanent establishment in the United
States maintained by the Non-U.S. Holder (and in either such case, the branch
profits tax also may apply if the Non-U.S. Holder is a corporation), (ii) in the
case of a Non-U.S. Holder who is a nonresident alien individual and who holds
Shares as a capital asset, such individual is present in the United States for
183 days or more in the taxable year of disposition and certain other conditions
are met, (iii) the Non-U.S. Holder is subject to United States federal tax
pursuant to rules applicable to certain United States expatriates or (iv) the
Company is or has been a United States real property holding corporation for
United States federal income tax purposes (which the Company does not believe
that it is or is likely to become) at any time within the shorter of the
five-year period preceding such disposition or such Non-U.S. Holder's holding
period for such Shares. A Non-U.S. Holder that did not directly or indirectly
own more than 5% of the Shares during the shorter of the periods described above
generally would not be subject to United States federal income tax so long as
the Shares were "regularly traded" on an established securities market.
 
ESTATE TAX
 
     In general, the estate of an individual who is not a citizen or resident of
the United States (as defined for United States estate tax purposes) will be
subject to liability for United States federal estate tax if the fair market
value of the property included in such estate for United States federal estate
tax purposes exceeds the statutory threshold amount. For these purposes, Shares
owned or treated as owned by such an individual at the time of death will be
included in such individual's taxable estate for United States federal estate
tax purposes, unless an applicable estate tax treaty provides otherwise.
 
BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS
 
     Payments of dividends and proceeds from the sale or disposition of Shares
may be subject to information reporting to the IRS and to a 31% United States
federal backup withholding tax. Information reporting and backup withholding
generally will not apply, however, to a Non-U.S. Holder who furnishes a correct
taxpayer identification number and makes any other required certification, or
who is otherwise exempt from backup withholding. In addition to any required
information reporting, the Company will be required to report annually to the
IRS and to each Non-U.S. Holder the amount of dividends paid to, and the amount
of tax withheld with respect to, each Non-U.S. Holder. These reporting
requirements apply even if the United States federal withholding tax was reduced
or eliminated by an applicable tax treaty. This information also may be made
available to the tax authorities in the country in which the Non-U.S. Holder
resides in accordance with the provisions of an applicable income tax treaty.
 
     Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder will be refunded or
credited against the Non-U.S. Holder's United States federal income tax
liability, if any, provided that the required information is furnished to the
IRS.
 
                                       49

<PAGE>   49
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Upon completion of the Offering, 14,440,068 Shares will be in issue
(assuming no exercise of the Underwriters' over-allotment option). The Shares
offered hereby will be freely tradeable (other than by an "affiliate" of the
Company as defined under the Securities Act) in the public market without
restriction under the Securities Act. The remaining 9,140,068 outstanding Shares
were issued by the Company in reliance on exemptions from the registration
requirements of the Securities Act and are "restricted securities" within the
meaning of Rule 144 under the Securities Act. These Shares, after giving effect
to the Offering (assuming the Underwriters' over-allotment option is not
exercised) and the 180-day lock-up period described under "Underwriting" will be
eligible for resale under Rule 144 in the following amounts and on the following
dates: 4,147,927 Shares on September 2, 1997; 77,777 Shares on November 27,
1997; 194,446 Shares on December 3, 1997; 113,428 Shares on December 9, 1997;
918,750 Shares on December 12, 1997; 81,018 Shares on December 17, 1997; 656,250
Shares on December 23, 1997; 1,575,000 Shares on January 31, 1998; 710,507
Shares on February 18, 1998; and 664,965 Shares on March 6, 1998. Such Shares
may be resold only in compliance with the registration requirements of the
Securities Act or pursuant to an exemption therefrom. In addition, Michael Brown
and the other existing shareholders of the Company were granted rights entitling
them, under specified circumstances, to cause the Company to register for sale
all or part of their shares of Common Stock and to include such shares in any
registered public offerings of shares of Common Stock by the Company. See
"Description of Capital Stock -- Registration Rights" and "Underwriting". In
addition, of the 2,808,533 options to purchase Shares outstanding, 1,969,116 are
currently exercisable. Any Shares issued on the exercise of these options would
be available for sale subject to Rule 701 or another exemption from the
registration requirements of the Securities Act (including Regulation S under
the Securities Act) following the expiration of the 180-day lock-up period
described above. Furthermore, the Company intends to register under the
Securities Act, as soon as practicable following the Offering, approximately
3,045,133 Shares reserved for issuance to its employees and directors under its
employee benefits plans. See "Management."
 
     In general, under Rule 144 as amended in February 1997, if a minimum of one
year has elapsed since the later of the date of acquisition of the securities
from the issuer or from an affiliate of the issuer, a person (or persons whose
Shares are aggregated), including persons who may be deemed "affiliates" of the
Company, as that term is defined in the Securities Act ("Affiliates"), would be
entitled to sell within any three-month period a number of Shares that does not
exceed the greater of (i) 1% of the then outstanding Shares (137,296 Shares
immediately after consummation of the Offering, or 145,246 Shares if the
over-allotment option is exercised in full) and (ii) the average weekly trading
volume during the four calendar weeks preceding the date on which notice of the
sale is filed with the Securities and Exchange Commission (the "Commission").
Sales under Rule 144 are also subject to certain provisions as to the manner of
sale, notice requirements and the availability of current public information
about the Company. In addition, under Rule 144(k), if a period of at least three
years has elapsed since the later of (i) the date restricted securities were
acquired from the Company and (ii) the date they were acquired from an Affiliate
of the Company, a shareholder who is not an Affiliate of the Company at the time
of sale and has not been an Affiliate for at least three months prior to the
sale would be entitled to sell Shares in the public market immediately without
compliance with the foregoing requirements under Rule 144. Rule 144 does not
require the same person to have held the securities for the applicable periods.
 
     The Company and its Directors, Officers and certain other shareholders have
agreed not to offer for sale, sell or otherwise dispose of (or enter into any
transaction which is designed to, or could be expected to, result in the
disposition by any person of), directly or indirectly, any Shares, with certain
limited exceptions, for a period of 180 days after the date of this Prospectus
without the prior written consent of ING Barings on behalf of the Underwriters.
 
     Prior to the Offering, there has been no market for the Shares and no
prediction can be made as to the effect, if any, that sales of the Shares or the
availability of such Shares for sale will have on the market price prevailing
from time to time. Sales of the Shares in the public market or the perception
that such sales may occur may have an adverse impact on such market prices.
 
                                       50

<PAGE>   50
 
                                  UNDERWRITING
 
     Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement") between the Company and the U.S. Underwriters
named below (the "U.S. Underwriters") and the International Underwriters named
below (the "International Underwriters" and, together with the U.S.
Underwriters, the "Underwriters") the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters has severally agreed to purchase from
the Company, the number of Shares (collectively, the "Shares") set forth
opposite its name below:
 

<TABLE>
<CAPTION>
                                                                                     NUMBER
                                U.S. UNDERWRITER                                   OF SHARES
- --------------------------------------------------------------------------------   ----------
<S>                                                                                <C>
ING Baring (U.S.) Securities, Inc...............................................    1,590,000
Arnhold and S. Bleichroeder, Inc................................................      397,500
Nomura Securities International, Inc............................................      397,500
Cowen & Company.................................................................       66,250
Dresdner Kleinwort Benson North America LLC.....................................       66,250
George K. Baum & Company........................................................       66,250
PaineWebber Incorporated........................................................       66,250
                                                                                   ----------
     Subtotal...................................................................    2,650,000
                                                                                   ----------
</TABLE>

 

<TABLE>
<CAPTION>
                                                                                     NUMBER
                           INTERNATIONAL UNDERWRITER                               OF SHARES
- --------------------------------------------------------------------------------   ----------
<S>                                                                                <C>
Baring Brothers Limited.........................................................    1,921,250
Credit Suisse First Boston (Europe) Limited.....................................      265,000
Nomura International plc........................................................      265,000
Barclays de Zoete Wedd Limited..................................................       66,250
Daiwa Europe Limited............................................................       66,250
HSBC Investment Bank plc........................................................       66,250
                                                                                   ----------
     Subtotal...................................................................    2,650,000
                                                                                   ----------
     Total......................................................................    5,300,000
                                                                                    =========
</TABLE>

 
     Baring Brothers Limited, as agent for ING Bank N.V. ("ING Barings"), is
acting as Global Coordinator (the "Global Coordinator") for the Offering. ING
Baring (U.S.) Securities, Inc., Arnhold and S. Bleichroeder, Inc. and Nomura
Securities International, Inc. are acting as representatives of the U.S.
Underwriters and ING Barings, Credit Suisse First Boston (Europe) Limited and
Nomura International plc are acting as representatives of the International
Underwriters.
 
     In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Shares if any such Shares are purchased. In the event of a default by any
Underwriter, the Underwriting Agreement provides that in certain circumstances,
purchase commitments of the nondefaulting Underwriters may be increased or the
Underwriting Agreement may be terminated. The Company has been advised by the
Global Coordinator that the several Underwriters propose initially to offer the
Shares to the public at the public offering price set forth on the cover page
hereof, and to certain dealers at such price less a concession not in excess of
$0.41 per Share. The Underwriters may allow and such dealers may reallow a
concession not in excess of $0.10 per Share to other dealers. After the initial
public offering, the public offering price and such concessions may be changed.
 
     A portion of the shares of Common Stock offered hereby are being offered
outside the United States. Offers and sales of shares of Common Stock outside
the United States are being made pursuant to Regulation S and such shares are
not being registered under the Securities Act for the purpose of sales outside
the United States. A registration statement under the Securities Act is in
effect for offers and sales in the United States of shares of Common Stock that
were initially offered or sold outside the United States.
 
                                       51

<PAGE>   51
 
     The Company has granted to the Underwriters an option to purchase
collectively up to 795,000 additional Shares exercisable for 30 days after the
date hereof, solely to cover over-allotments, if any, at the public offering
price set forth on the cover page of this prospectus less the underwriting
commissions. To the extent that the Underwriters exercise such option, each such
Underwriter will be obligated, subject to certain conditions, to purchase
approximately the same percentage of such Shares that the number of Shares set
forth next to such Underwriter's name in the preceding table in the Prospectus
relating to the Offering bears to the total number of all such Shares to be
purchased and offered by the Underwriters.
 
     Prior to the Offering, there has been no established market in the United
States or elsewhere for the Shares. The public offering price will be determined
by the Company in consultation with the Underwriters. It is expected that the
price determination will take several factors into account, including an
assessment of the Company's results of operations, the future prospects of the
Company and the prevailing market and economic conditions at the time of the
Offering.
 
     Each International Underwriter has severally agreed that, as part of the
Offering, (a) it is not purchasing any Shares for the account of any United
States Person (as defined below), and (b) it has not offered or sold, and will
not offer or sell, directly or indirectly, any Shares or distribute any
prospectus relating to the Offering to any person within the United States or to
any United States Person. Each U.S. Underwriter has severally agreed that, as
part of the Offering, (a) it is not purchasing any Shares for the account of
anyone other than a United States Person and (b) it has not offered or sold, and
will not offer or sell, directly or indirectly, any Shares or distribute this
Prospectus to any person outside the United States or to anyone other than a
United States Person. The foregoing limitations do not apply to stabilization
transactions or to certain other transactions specified in the Agreement Among
Syndicates. As used herein, "United States Person" means any person who is a
national or resident of the United States, a corporation, partnership, or other
entity created or organized in or under the laws of the United States or of any
political subdivision thereof, or any estate or trust the income of which is
subject to United States or federal income taxation, regardless of its source
(other than any non-United States branch of any United States Person) and
includes any United States branch of a person other than a United States person,
"U.S." or "United States" means the United States of America (including the
States thereof and the District of Columbia), its territories, its possessions
and all areas subject to its jurisdiction.
 
     Each International Underwriter has agreed that (a) it has not offered or
sold and will not offer or sell any Shares to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995 (the "Regulations"); (b) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 and the Regulations with respect to anything done by it in
relation to the Shares in, from or otherwise involving the United Kingdom; (c)
it has only issued or passed on and will only issue or pass on to any person in
the United Kingdom any document received by it in connection with the issue of
the Shares if that person if that person is of a kind described in Article 11(3)
of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1995 or is a person to whom such document may otherwise lawfully be issued
or passed on.
 
     Pursuant to the Agreement Among Syndicates, sales may be made between U.S.
Underwriters and the International Underwriters of such number of Shares as may
be mutually agreed. The Global Coordinator may allocate the Shares for the
Offerings as deemed appropriate by the Global Coordinator. The price of any
Shares so sold shall be the initial public offering price, less an amount not
greater than the concession to securities dealers.
 
     In connection with the Offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Shares. Specifically, the Underwriters may over-allot and create a short
position in the Shares for their own account. To cover over-allotments or to
stabilize the price of the Shares, the Underwriters may bid for, and purchase
Shares in the open market. The underwriting syndicate may also reclaim or
withhold selling concessions allowed to an Underwriter or a dealer for
distributing the Shares in the Offering if the syndicate repurchases previously
distributed Shares in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. These activities could stabilize or
maintain the market price of the Shares
 
                                       52

<PAGE>   52
 
above independent market levels. The Underwriters are not obligated to engage in
these activities and may discontinue any of these activities at any time.
 
     Subject to certain exceptions, the Company and shareholders of the Company
holding in the aggregate 9,054,054 Shares and holders of options to purchase
1,979,243 Shares have agreed that they will not directly or indirectly offer or
sell any Shares (or securities convertible into any Shares), other than in the
Offering, for a period of 180 days after the commencement of the Offering
without the prior written consent of the Global Coordinator.
 
     The Common Stock has been approved for listing on the Nasdaq National
Market under the symbol "EEFT".
 
     The Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.
 
     The Underwriting Agreement provides that the Company and the Selling
Shareholders will indemnify the Underwriters against certain civil liabilities,
including liabilities under the Securities Act.
 
                             VALIDITY OF SECURITIES
 
     The validity of the Shares offered hereby will be passed upon for the
Company by Arent Fox Kintner Plotkin & Kahn and for the Underwriters by Shearman
& Sterling.
 
                                    EXPERTS
 
     The Consolidated Financial Statements of the Company for the period from
June 22, 1994 (inception) to December 31, 1994, the years ended December 31,
1995 and 1996 and as of December 31, 1994, 1995 and 1996, included in this
Prospectus have been audited by KPMG Polska Sp. z o.o., independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing.
 
                                       53

<PAGE>   53
 
                                                                         ANNEX A
 
                    COUNTRY INFORMATION: HUNGARY AND POLAND
 
     The economic political and statistical information provided in this section
is based on secondary sources available to the Company. The information included
in this section does not purport to cover all aspects of the issues and matters
discussed herein and should not be construed as doing so.
 
THE REPUBLIC OF HUNGARY
 
     The following economic and exchange control information regarding the
Republic of Hungary has been extracted from official publications of the
National Bank of Hungary (the "NBH"), the Hungarian Ministry of Industry and the
Hungarian Central Statistical Office.
 
     GENERAL
 
     The Republic of Hungary, which lies in Central Europe, covers an area of
approximately 93,000 square kilometers. The population of Hungary, as estimated
by the Hungarian Central Statistical Office, was 10.2 million as of January 1,
1996, compared with 10.7 million in 1980. Approximately 62% of the total
population lives in urban areas, and approximately 2.0 million people live in
the capital, Budapest, which is Hungary's political, administrative, cultural
and commercial center.
 
     In April 1996, Hungary joined the OECD. It has been an associate member of
the European Union since December 1991. It is a member, together with Poland,
the Czech Republic and Slovakia, of the Central European Free Trade Association.
 
     GOVERNMENT
 
     During the late 1980s, the political system in Hungary underwent dramatic
changes. In 1989 non-communist political parties were established and initial
steps were taken toward the first free elections in the country since 1947. On
October 23, 1989, the country's name was changed from "The Hungarian People's
Republic" to the "Republic of Hungary" and the constitution was substantially
amended. Under its new constitution, Hungary instituted a multiparty democratic
government. In March and April 1990, the 386 members of Hungary's unicameral
parliament were elected by popular vote for a term of four years. In 1994 the
Hungarian Socialist Party joined with the Free Democrats to defeat the
centre-right coalition government that had initiated reforms in 1989 and to form
a coalition government with a 72% majority in parliament. Gyula Horn was elected
Prime Minister. The next scheduled general election is in 1998. Parliament is
the supreme legislative body of the Hungarian government (the "Government"). The
President of Hungary, the Prime Minister, the members of the Constitutional
Court, the president and vice-presidents of the State Audit Office, the
president of the Supreme Court and the Attorney General are elected by a vote of
Parliament.
 
     ECONOMY
 
     Since 1989, steps have been taken to accelerate the development of a market
economy in Hungary. However, Hungary was not able to insulate itself from the
downturn in economic activity that affected all of Central and Eastern Europe
after the dissolution of the Council for Mutual Economic Assistance ("COMECON"),
an economic and trade organization sponsored by the former Soviet Union that
included many formerly communist countries. GDP declined between 1990 and 1993.
The fall in GDP during this period was mainly attributable to structural reform,
the collapse in trade with the former COMECON countries and their lack of
convertible currencies to pay for Hungarian exports, the embargo on trade with
Yugoslavia and Bosnia and the recession in Eastern Europe. In 1994, however, GDP
increased by 2.9%.
 
     In 1995, key economic indicators reflected mixed economic performance. The
central budget deficit (excluding social security funds) stood at Hungarian
forints ("HUF") 160.6 billion for 1995 and the current account deficit for 1995
was $2.48 billion. The rate of inflation (as measured by increases in consumer
prices)
 
                                       A-1

<PAGE>   54
 
increased to 28.2% in 1995 although unemployment fell during that period.
Exports in 1995 were valued at HUF 1,622.0 billion. The trade deficit in 1995
was HUF 314.4 (US$ 2.56) billion and GDP increased by 1.5%.
 
     On March 12, 1995, the Hungarian government announced important economic
and monetary policy reforms. These measures were intended to reduce government
expenditures, narrow the foreign trade deficit, stabilize inflation, lower the
rate of domestic consumption, stimulate domestic savings and promote corporate
business activity.
 
     The measures included a 9% devaluation of the forint and the introduction
of a "crawling peg" devaluation scheme, leading to an aggregate devaluation of
approximately 29% in 1995. A temporary 8% supplementary duty was imposed on
imports, excluding primary energy imports, investment goods and components for
export products. The mandatory conversion of export revenues of businesses into
forints was abolished. The measures also included reductions in certain social
welfare benefits and salary ceilings in public sector jobs.
 
     The transition to a market-oriented economy in Hungary has had a
significant impact on prices, wages and employment. By the end of 1990, the
prices of over 90% of goods and services were free from regulation. Prices rose
rapidly during late 1990 and early 1991 and consumer prices increased by 35% in
1991. The rate of inflation began to moderate during the latter half of 1991 and
continued to subside in 1992 with the increase in consumer prices averaging 23%
for the year. The rate of inflation, as measured by increases in consumer
prices, remained fairly constant in 1993 at 22.5% and then declined to 18.8% in
1994. During 1995, the annual rate of inflation increased with consumer prices
increasing by 28.2%. In 1995, price increases included a 50% rise in energy
prices and a 31.1% rise in food prices.
 
     From 1990 to 1993, nominal wages increased, although at a slower rate than
the increase in consumer prices over the same period. As a result, real wages in
each year declined. In 1994, however, the increase in nominal wages exceeded the
increase in consumer prices, causing real wages to grow. The monthly average
nominal wage (before taxes) in Hungary in 1995 was HUF 38,900, 16.9% higher than
in 1994.
 
     The unemployment rate in Hungary at December 31, 1992, was 13.2% with over
663,000 registered as unemployed. The number of registered unemployed at
December 31, 1993 was 632,000, which represented an unemployment rate of 12.6%.
Since 1993, unemployment has continued to decline. At December 31, 1994 the
number of registered unemployed was 520,000, which represented an unemployment
rate of 10.9%. At the end of 1995, the number of registered unemployed was
496,000 which represented an unemployment rate of 10.4%.
 
     EXCHANGE CONTROL
 
     Legislation was enacted in late 1995 by the Hungarian parliament to further
liberalize foreign exchange for commercial transactions (Foreign Exchange Act,
Law XCV 1995). This came into effect on January 1, 1996 and meets the
requirements of both the International Monetary Fund (Section VIII) and the
Organization for Economic Cooperation and Development on convertibility of
current items.
 
     Pursuant to the Foreign Exchange Act, the forint is freely convertible
except for capital movements and related transactions, which are controlled by
the Hungarian Government through the NBH.
 
     Certain currency-related bank activities, other than those which involve
foreign trade transactions, require the permission of the NBH. These include,
without limitation:
 
     -  transfer of credit abroad;
 
     -  monetary exchange, whether into convertible currency or into HUF where
       payment is by convertible currency, or any other possession of
       convertible currency;
 
     -  purchase, gift or other contracts related to domestic properties between
       Hungarian and foreign parties or by Hungarian parties for the benefit of
       foreign parties; and
 
     -  the write-off of debt in convertible-currency.
 
     However, an important area exempt by statute from the general requirement
of exchange control licensing is investment, including investment by an
investment company in shares in Hungary by foreign parties.
 
                                       A-2

<PAGE>   55
 
     Currently, companies not established in duty-free zones may only maintain
local currency books. However, a Hungarian company, which is either partly or
wholly foreign-owned, may keep the cash portion of the foreign partners' capital
contribution in a separate convertible-currency bank account. The
convertible-currency account may also be used pay expenses abroad.
 
     Pursuant to this legislation, a Hungarian business may purchase convertible
foreign currency to effect payments in connection with its business activities.
Prior consent need not be obtained and there is no limit to the amount of
foreign currency which may be purchased or received by that business in
connection with those business activities. Any convertible foreign currency must
either be remitted to a beneficiary abroad or back to Hungary to be deposited in
a convertible foreign currency account with an authorized Hungarian financial
institution. This account may be used both for payments out in the relevant
foreign currency or for conversion into forints.
 
     Since April 1995, Hungarian companies have been able to deposit income from
foreign trace contracts and foreign exchange loans in their hard currency
account and to make payments from these accounts (similarly in hard currency) in
respect of foreign trade contracts, interest or principal on foreign exchange
loans or, with permission from the NBH, for other purposes. Hungarian companies
may not conduct trade amongst themselves in a foreign currency. Money in a
convertible currency may be converted into forints or other convertible
currencies.
 
POLAND
 
     GENERAL
 
     Poland is the largest economy in Central Europe. The country has a
population of 38.5 million people. Poland occupies 313,000 square kilometers and
is strategically located just south of the Baltic Sea with Germany to the West,
the Czech and Slovak Republics to the South and Ukraine, Belarus, Russia and
Lithuania to the East. The country is divided into 99 counties and Warsaw, the
capital, is the country's commercial and political center.
 
     In November 1996, Poland joined the OECD. It is an associate member of the
European Union and hopes to be a full member by the year 2000. It is a member,
together with Hungary, the Czech Republic and Slovakia, of the Central European
Free Trade Area.
 
     GOVERNMENT
 
     In 1952 Poland adopted a constitution that institutionalized a system of de
facto one-party rule by the Polish United Workers' Party (the "Polish Communist
Party"). Government policy during this period was guided by a program of
nationalization of industry, expropriation of large land holdings, central
planning of the economy and the suppression of political dissent. Frequent
political and economic crises occurred in the 1960s and 1970s.
 
     Solidarity, the first independent trade union in the Soviet bloc, was
formed in 1980 and soon consolidated a growing popular discontent with the
communist government. In April 1989, the communist government and the democratic
opposition led by Solidarity agreed to a power-sharing arrangement and in June
1989 competitive elections to a bicameral Parliament were held. The overwhelming
victory of Solidarity candidates in these elections for available seats in the
Parliament signaled the end of the political monopoly of the Polish Communist
Party. In May 1990, local elections were held in which Solidarity achieved a
similar victory. In November 1990, Lech Walesa, who had played an historic role
in the information and leadership of Solidarity, was elected President. In the
first completely free parliamentary elections in 1991, 23 parties were elected
to parliament with the largest party not having more than 14% of the seats.
There were five governments between 1989 and 1993 and, following a change in the
electoral procedure prior to the second general election in 1993, the national
reform parties centered around the Union Democrats, a Solidarity-splinter group,
were defeated. The three governments since then, including the current one under
Prime Minister Cimoszewicz, have been based on the ex-communist Social Democrats
(SLD) and the Polish Peasant Party (PSL).
 
     After Walesa's defeat in the presidential elections in November 1995,
Aleksander Kwasniewski from the SLD became the new President. The next
parliamentary election is scheduled to be held late in 1997.
 
                                       A-3

<PAGE>   56
 
     The present constitutional framework (the "Constitution") establishes
Poland as a democratic republic with a bicameral Parliament, a President as
head-of-state, a Council of Ministers and an independent judicial system. Under
the Constitution, a bicameral Parliament comprised of upper chamber (the
"Senate") and a lower chamber (the "Sejm") is elected by general election for a
four-year term. All legislation must be approved by the Sejm and the Senate and
signed by the President. Rejection of a bill by the Senate or by the President,
however, can be overruled by a two-thirds majority in the Sejm. The President
(with the approval of the Senate) or the Sejm may call a referendum on matters
of extreme importance to the country. Judicial authority is vested in the
Supreme Court, appellate, regional and lower courts. A separate Constitutional
Tribunal has jurisdiction over all matters relating to the interpretation of the
provisions of the Constitution.
 
     Since 1992, a special commission of the Parliament has been empowered by
law to draft a new constitution. This commission is currently considering a
number of proposals that vary widely in their approach to the separation of
governmental powers and social and economic rights. No date has been set for
adoption of a new constitution.
 
     ECONOMY
 
     Since the fall of the Communist government in 1989, Poland has embarked on
a program of economic reform based on the transition to a market economy and
private ownership. Existing privileges and subsidies were taken away from state
owned enterprises, creating competitive opportunities for other economic
entities. The tax system was reformed to provide equal tax treatment of all
economic entities.
 
     Poland's transition to an open market, with reduced subsidies, devaluation
of the Polish zloty ("PLN") to encourage exports and moderation of trade
barriers, initially resulted in very high rates of inflation, which have since
moderated somewhat. In a period of just over two years, the annual inflation
rate, which exceeded 300% in 1989 and approached 600% in 1990, was reduced to
approximately 70% in 1991, primarily through the introduction of a tight
monetary policy with the cooperation of the International Monetary Fund.
According to the Polish Central Office for Statistics, the rate of annual
inflation for 1996 was 18.5%. In addition, Poland continues to have significant
foreign debt. Efforts to curb inflation have had a recessionary effect during
the early 1990s, which was compounded by the introduction of a large quantity of
imported products with which domestic industry had difficulty competing.
However, GDP growth for 1994 was 5.2% and was 7% for 1995. Unemployment stood at
13.6% in December 1996.
 
     FOREIGN EXCHANGE
 
     Poland was the first country in Central Europe to introduce the internal
convertibility of its currency. Under an amendment to the Foreign Exchange Law
introduced in December 1995, businesses are entitled to hold cash in both a PLN
account and a foreign currency in a Polish bank. Transactions with foreign
entities must be made in a foreign convertible currency. The average rate of
exchange is set by the National Bank of Poland ("NBP") on the basis of a basket
of hard currencies. Commercial banks set their own rates of exchange.
 
     Residents of Poland are free to keep, buy and sell foreign currency. There
are many private exchange counters all over the country. The rate of exchange
offered by private exchange counters varies but remains close to the NBP rate.
 
     Businesses are obliged to obtain a foreign exchange permit from the NBP in
order to open an account abroad unless amounts deposited in such accounts are to
be used for the payment of services rendered pursuant to contracts concluded
with foreign entities. Hard currency loans for the purchase of goods or services
abroad from foreign banks do not require foreign exchange permits from the NBP
any longer, unless the term of such loan is longer than one year or its
conditions are less favorable than those commonly applied in international
financial markets. Also, hard currency credits from the World Bank, the European
Bank for Reconstruction and Development, and the European Investment Bank
secured by Polish government guarantees and destined for financial or domestic
investments are permitted.
 
     From February 1, 1996 companies with foreign participation are free to
contract hard currency loans from their shareholders. The above activities,
however, should be reported to the NBP.
 
                                       A-4

<PAGE>   57
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                       ------
<S>                                                                                    <C>
Independent Auditors' Report...........................................................    F-2
Consolidated Balance Sheets as of December 31, 1996, 1995 and 1994.....................    F-3
Consolidated Statements of Operations for the years ended December 31, 1996 and 1995
  and for the period from June 22, 1994 (inception) through December 31, 1994..........    F-4
Consolidated Statements of Changes in Shareholders' Equity for the years ended December
  31, 1996 and 1995 and for the period from June 22, 1994 (inception) through December
  31, 1994.............................................................................    F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1996 and 1995
  and for the period from June 22, 1994 (inception) through December 31, 1994..........    F-6
Notes to Consolidated Financial Statements.............................................    F-7

</TABLE>

 
                                       F-1

<PAGE>   58
 

                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Shareholders
EURONET HOLDING N.V. AND SUBSIDIARIES:
 
     We have audited the accompanying consolidated balance sheets of Euronet
Holding N.V. and Subsidiaries as of December 31, 1996, 1995 and 1994, and the
related consolidated statements of operations, changes in shareholders' equity,
and cash flows for the years ended December 31, 1996 and 1995 and for the period
from June 22, 1994 (inception) through December 31, 1994. These consolidated
financial statements are the responsibility of Euronet Holding N.V.'s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Euronet
Holding N.V. and Subsidiaries at December 31, 1996, 1995 and 1994, and the
results of their operations and their cash flows for the years ended December
31, 1996 and 1995 and for the period from June 22, 1994 (inception) through
December 31, 1994 in conformity with generally accepted accounting principles in
the United States of America.
 
KPMG Polska Sp. z o.o.
 
Warsaw, Poland
February 3, 1997

 
                                       F-2

<PAGE>   59
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                                   -----------------------------
                                                                    1996       1995       1994
                                                                   -------    -------    -------
                                                                          (IN THOUSANDS)
<S>                                                                <C>        <C>        <C>
ASSETS
Current assets:
  Cash and cash equivalents......................................  $ 2,541    $   411    $ 2,036
  Restricted cash (note 5).......................................      818        952         --
  Trade accounts receivable, net of allowance for doubtful
     accounts of $nil in 1996, 1995 and 1994.....................      172         33         --
  Investment securities (market value of $164,900) (note 7)......      194         --         --
  Prepaid expenses and other current assets......................      433        433        140
                                                                   -------    -------    -------
       Total current assets......................................    4,158      1,829      2,176
Property, plant, and equipment, at cost (note 6):
  Equipment -- Automatic teller machines.........................    6,773      2,385        262
  Office equipment...............................................      471        168         91
  Computers......................................................      266         --         --
  Software.......................................................      396        103          3
                                                                   -------    -------    -------
                                                                     7,906      2,656        356
  Less accumulated depreciation and amortization.................     (622)      (138)        (5)
                                                                   -------    -------    -------
       Net property, plant, and equipment........................    7,284      2,518        351
Loan receivable, excluding current portion (note 13).............       21         24         --
Deferred income taxes (note 9)...................................      471        148         --
                                                                   -------    -------    -------
       Total assets..............................................  $11,934    $ 4,519    $ 2,527
                                                                   =======    =======    =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Trade accounts payable.........................................  $ 1,670    $   364    $    76
  Short term borrowings (note 7).................................      194         --         --
  Current installments of obligations under capital leases (note
     8)..........................................................      637        264         --
  Note payable -- shareholder (note 13)..........................      262        161         --
  Accrued expenses...............................................       98        514         29
                                                                   -------    -------    -------
       Total current liabilities.................................    2,861      1,303        105
Obligations under capital leases, excluding current installments
  (note 8).......................................................    3,834      1,119         --
Other long-term liabilities......................................      103         --         --
                                                                   -------    -------    -------
       Total liabilities.........................................    6,798      2,422        105
                                                                   -------    -------    -------
Shareholders' equity:
  Series A convertible preferred shares, $0.02 par value.
     Authorized 7,700,000 shares; issued and outstanding
     4,419,800 shares
     (notes 1 and 3).............................................       88         --         --
  Series B convertible preferred shares, $0.02 par value.
     Authorized 7,700,000 shares; issued and outstanding
     4,666,669 shares
     (notes 1 and 3).............................................       93         --         --
  Common shares of Euronet Holding N.V., $0.02 par value.
     Authorized 2,100,000 shares; issued and outstanding 499,100
     shares (notes 1 and 3)......................................       10         --         --
  Common shares of operating companies (notes 1 and 3)...........       --      3,716      2,650
  Additional paid in capital.....................................   11,666        550         --
  Subscription receivable........................................     (500)        --         --
  Accumulated losses.............................................   (7,005)    (2,819)      (457)
  Restricted reserve (note 4)....................................      784        650        229
                                                                   -------    -------    -------
       Total shareholders' equity................................    5,136      2,097      2,422
                                                                   -------    -------    -------
       Total liabilities and shareholders' equity................  $11,934    $ 4,519    $ 2,527
                                                                   =======    =======    =======
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       F-3

<PAGE>   60
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                                         FOR THE PERIOD
                                                                                         FROM JUNE 22,
                                                                                              1994
                                                                                          (INCEPTION)
                                                          YEAR ENDED      YEAR ENDED        THROUGH
                                                         DECEMBER 31,    DECEMBER 31,     DECEMBER 31,
                                                             1996            1995             1994
                                                         ------------    ------------    --------------
                                                              (IN THOUSANDS, EXCEPT SHARE AND PER SHARE
                                                                                                  DATA)
<S>                                                      <C>             <C>             <C>
Revenues:
  Transaction fees.....................................   $    1,198       $     62         $     --
  Other................................................           63             --               --
                                                          ----------         ------           ------
       Total revenues..................................        1,261             62               --
Operating expenses:
  ATM operating costs..................................        1,176            510               --
  Professional fees....................................        1,125            394               64
  Salaries.............................................          989            452               49
  Share compensation expense (note 10).................        4,172             --               --
  Foreign exchange loss................................           79            158                2
  Other................................................        1,466            656              125
                                                          ----------         ------           ------
       Total operating expenses........................        9,007          2,170              240
                                                          ----------         ------           ------
       Operating loss..................................       (7,746)        (2,108)            (240)
Other income/expense:
  Interest income......................................          225            126               12
  Interest expense.....................................         (378)          (107)              --
                                                          ----------         ------           ------
                                                                (153)            19               12
                                                          ----------         ------           ------
       Loss before income taxes........................       (7,899)        (2,089)            (228)
  Deferred tax benefit (note 9)........................          323            148               --
                                                          ----------         ------           ------
       Net loss........................................   $   (7,576)      $ (1,941)        $   (228)
                                                          ==========         ======           ======
Pro-forma loss per share (note 2(k))...................   $    (0.55)
                                                          ==========
Pro-forma number of shares (note 2(k)).................   13,838,078
                                                          ==========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       F-4

<PAGE>   61
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
 

<TABLE>
<CAPTION>
                                 PREFERRED   PREFERRED   ADDITIONAL
                        COMMON    SHARES      SHARES      PAID IN     SUBSCRIPTION   ACCUMULATED   RESTRICTED
                        SHARES   SERIES A    SERIES B     CAPITAL      RECEIVABLE      LOSSES       RESERVE     TOTAL
                        ------   ---------   ---------   ----------   ------------   -----------   ----------   ------
                        (IN THOUSANDS)
<S>                     <C>      <C>         <C>         <C>          <C>            <C>           <C>          <C>
Capital contributions
  (note 1)............  2,650          --          --          --            --             --           --      2,650
Current period loss...     --          --          --          --            --           (228)          --       (228)
Transfer to restricted
  reserve.............     --          --          --          --            --           (229)         229         --
                        -----       -----       -----       -----        ------          -----       ------     ------
Balance December 31,
  1994................  2,650          --          --          --            --           (457)         229      2,422
Capital contributions
  (note 1)............  1,066          --          --         550            --             --           --      1,616
Current year loss.....     --          --          --          --            --         (1,941)          --     (1,941)
Transfer to restricted
  reserve.............     --          --          --          --            --           (421)         421         --
                        -----       -----       -----       -----        ------          -----       ------     ------
Balance December 31,
  1995................  3,716          --          --         550            --         (2,819)         650      2,097
Net loss up to March
  27, 1996............     --          --          --          --            --           (657)          --       (657)
Transfer to restricted
  reserve.............     --          --          --          --            --            (48)          48         --
Formation of holding
  company (note 1)....  (3,709)        63          --         122            --          3,524           --         --
Capital contributions
  (note 1)............     --          --          67       6,933          (500)            --           --      6,500
Reimbursement of
  capital (note 13)...     --          --          --         (57)           --             --           --        (57)
Changes in par value
  of shares...........      3          25          26         (54)           --             --           --         --
Share compensation
  expense (note 10)...     --          --          --       4,172            --             --           --      4,172
Net loss from March
  28, 1996 through
  December 31, 1996...     --          --          --          --            --         (6,919)          --     (6,919)
Transfer to restricted
  reserve.............     --          --          --          --            --            (86)          86         --
                        -----       -----       -----       -----        ------          -----       ------     ------
Balance December 31,
  1996................     10          88          93      11,666          (500)        (7,005)         784      5,136
                        =====       =====       =====       =====        ======          =====       ======     ======
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                       F-5

<PAGE>   62
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                                       FOR THE PERIOD
                                                                                     FROM JUNE 22, 1994
                                                      YEAR ENDED      YEAR ENDED     (INCEPTION) THROUGH
                                                     DECEMBER 31,    DECEMBER 31,       DECEMBER 31,
                                                         1996            1995               1994
                                                     ------------    ------------    -------------------
                                                                                          (IN THOUSANDS)
<S>                                                  <C>             <C>             <C>
Net loss...........................................    $ (7,576)       $ (1,941)           $  (228)
Adjustments to reconcile net loss to net cash used
  in operating activities:
  Share compensation expense.......................       4,172              --                 --
  Depreciation of property, plant and equipment....         484             133                  5
  Deferred income taxes............................        (323)           (148)                --
  Decrease/(increase) in restricted cash...........         134            (952)                --
  Increase in trade accounts receivable............        (139)            (33)                --
  Increase in trade accounts payable...............       1,306             288                 76
  Increase in prepaid expenses and other current
     assets........................................          --            (293)              (140)
  (Decrease)/increase in accrued expenses and other
     long-term liabilities.........................        (313)            485                 29
                                                        -------         -------            -------
       Net cash used in operating activities.......      (2,255)         (2,461)              (258)
Cash flows from investing activities:
  Fixed asset purchases............................      (1,061)           (394)              (356)
  Purchase of investment securities................        (194)             --                 --
  Net decrease/(increase) in loan receivable.......           3             (24)                --
                                                        -------         -------            -------
       Net cash used in investing activities.......      (1,252)           (418)              (356)
Cash flows from financing activities:
  Capital contributions............................       6,500           1,616              2,650
  Reimbursement of capital.........................         (57)             --                 --
  Repayment of obligations under capital leases....      (1,101)           (523)                --
  Proceeds from bank borrowings....................         194              --                 --
  Proceeds from loan from shareholder..............         101             161                 --
                                                        -------         -------            -------
       Net cash provided by financing activities...       5,637           1,254              2,650
                                                        -------         -------            -------
Net increase/(decrease) in cash and cash
  equivalents......................................       2,130          (1,625)             2,036
Cash and cash equivalents at beginning of period...         411           2,036                 --
                                                        =======         =======            =======
Cash and cash equivalents at end of period.........    $  2,541        $    411            $ 2,036
                                                        =======         =======            =======
Supplemental disclosures of cash flow information:
  Interest paid during year........................    $    325        $    107            $    --
                                                        =======         =======            =======
</TABLE>

 
Supplemental schedule of noncash investing and financing activities (in
thousands):
 
     Capital lease obligations of $4,189 and $1,906 during the years ended
December 31, 1996 and 1995, respectively, were incurred when Euronet Holding
N.V. entered into leases for new automatic teller machines.
 
          See accompanying notes to consolidated financial statements.
 
                                       F-6

<PAGE>   63
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1)  ORGANIZATION AND FORMATION OF HOLDING COMPANY
 
     Euronet Holding N.V. is a limited liability company registered in the
Netherlands Antilles on March 11, 1996. Euronet Holding N.V. and its
subsidiaries (Euronet N.V.) is an independent shared automatic teller machine
(ATM) network and service provider to banks and financial institutions. Euronet
N.V. had been in the development stage until June 1995 when it began operations.
Euronet N.V. serves a number of banks in Poland and Hungary by providing ATMs
that accept cards with international logos such as VISA, American Express and
Mastercard and proprietary bank cards issued by member banks. The subsidiaries
of Euronet Holding N.V. are: Euronet-Bank 24 Rt, (Bank 24), SatComNet Kft,
(SatComNet), both incorporated in Hungary and Bankomat 24/Euronet Sp. z o.o.
(Bankomat), incorporated in Poland.
 
     Bank 24 was established on June 22, 1994 by Michael Brown (Chairman,
President and Chief Executive Officer of Euronet N.V.) and Daniel Henry with an
initial capital contribution of $10,000. Pursuant to a joint venture agreement
dated July 19, 1994, certain new shareholders and Michael Brown contributed
$2,640,000 in cash as additional capital to Bank 24 and Daniel Henry transferred
his interest to Michael Brown for a purchase price equal to his original
contribution. The additional capital raised by Bank 24 did not result in a new
controlling group, accordingly the accounting bases of the assets and
liabilities of Bank 24 remained unchanged. On February 20, 1995, the joint
venture agreement was amended under which a new investor and a shareholder of
Bank 24 acquired SatComNet for a purchase price of $491,000 in cash. SatComNet
was a shell entity with no substantive operations before such date. SatComNet is
engaged in telecommunication services by facilitating satellite link up to Bank
24. The acquisition was accounted for under the purchase method of accounting;
accordingly, the results of operations of SatComNet are included in the
consolidated statements of operations since the date of acquisition. The
purchase price approximated the fair value of the net assets acquired, which
mainly consisted of cash and equipment. Pursuant to the amended joint venture
agreement, the shareholders of SatComNet and a new shareholder agreed to
contribute $956,000 in cash as additional capital to Bank 24 and also agreed to
exchange their interest held in such companies in exchange for identical
ownership of Bank 24 and SatComNet. The capital raised by Bank 24 and the
exchange of shares did not result in a new controlling group; accordingly, the
accounting bases of the assets and liabilities of Bank 24 and SatComNet remained
unchanged. Michael Brown established Bankomat on August 8, 1995 with $2,000 in
capital. A further capital increase of $61,000 was made by Michael Brown on
December 7, 1995.
 
     On February 15, 1996 the shareholders of Bank 24 and SatComNet terminated
their amended joint venture agreement and entered into a shareholders' agreement
reorganizing the ownership of Bank 24, SatComNet and Bankomat. Under the
shareholders' agreement, the investors contributed, on March 27, 1996, all of
their shares and interest in Bank 24, SatComNet and Bankomat in exchange for
499,100 common shares and 4,419,800 Series A convertible preferred shares of
Euronet N.V. The transaction has been accounted for as a combination of entities
under common control at historical cost in a manner similar to pooling of
interest accounting. Under this method, Euronet N.V. recorded the assets and
liabilities received at their historical cost, common shares ($7,000) and Series
A convertible preferred shares ($63,000) were established for the par value of
the shares issued, accumulated losses were eliminated ($3,524,000) and the
resulting difference was recorded as additional paid in capital ($122,000). In
addition, new shareholders contributed $5,500,000 in cash and a subscription
receivable of $500,000 to the capital of Euronet N.V. in exchange for 4,200,000
Series B convertible preferred shares.
 
                                       F-7

<PAGE>   64
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The following table illustrates the issuance of equity securities by date,
including the number of shares issued for cash or other consideration, the
nature of the non-cash consideration received and the values assigned to each
issuance.
 

<TABLE>
<CAPTION>
                                                                 NUMBER OF SHARES                     VALUE
                                                 ------------------------------------------------   ----------
           DATE               TYPE OF SHARES     BANK 24(1)   SATCOMNET   BANKOMAT   EURONET N.V.
- --------------------------  -------------------  ----------   ---------   --------   ------------      (IN
                                                                                                    THOUSANDS)
<S>                         <C>                  <C>          <C>         <C>        <C>            <C>
June 22, 1994.............  Common                   1,044        --           --            --       $   10
July 19, 1994.............  Common                 275,522        --           --            --       $2,640
                                                                                                      ------
                                                                                                      $2,650
February 20, 1995.........  Common                  53,434         1(2)        --            --       $1,447
August 8, 1995............  Common                      --        --        3,140            --       $    2
December 7, 1995..........  (3)                         --        --           --            --       $  167
                                                                                                      ------
                                                                                                      $1,616
March 27, 1996............  Common                      --        --           --       499,100           --(4)
March 27, 1996............  series A preferred          --        --           --     4,419,800           --(4)
March 27, 1996............  series B preferred          --        --           --     4,200,000       $5,500(5)
November 26, 1996.........  series B preferred          --        --           --       466,669       $1,000
                                                                                                      ------
                                                                                                      $6,500
</TABLE>

 
- ---------------
 
(1) On March 28, 1995, Bank 24 changed its legal structure from a company
    limited by quotas ("Kft") to a company limited by shares ("Rt"). Upon the
    transformation, the quotas were exchanged for 330,000 shares of common
    shares.
 
(2) SatComNet's legal structure is a company limited by quotas.
 
(3) No shares were issued at this date. Amount contributed was recorded as an
    increase to additional paid in capital. The consideration includes $61,000
    of non-cash contribution (2 ATMs) which was valued at the transferors'
    historical cost basis.
 
(4) On March 27, 1996, the common shares and series A preferred shares were
    issued in exchange for the shares of Bank 24, SatComNet and Bankomat. Such
    shares were recorded on an historical cost basis.
 
(5) The value excludes $500,000 of subscription receivable.
 
     Euronet Services Inc. was established as a Delaware corporation on December
13, 1996 which will succeed Euronet N.V. as the holding company. Euronet
Services Inc. was capitalized with $100 and has had no operations since
incorporation. It is intended that (i) the holders of all of the preferred
shares of Euronet N.V. will convert all of such preferred shares into common
shares of Euronet N.V., (ii) the par value of common shares will be increased
from $0.10 to $0.14 and (iii) Euronet N.V. will effect a seven-for-one stock
split of all outstanding common shares of Euronet N.V., reducing the par value
of common shares to $0.02.
 
     Euronet Services Inc. and the shareholders and optionholders of Euronet
N.V. entered into an Exchange Agreement, pursuant to which (i) 10,296,076 shares
of common stock will be issued to the shareholders of Euronet N.V. in exchange
for all the common shares of Euronet N.V. (ii) options to acquire 3,113,355
shares of common stock will be granted to the holders of options to acquire
3,113,355 common shares of Euronet N.V. in exchange for all of such options and
(iii) awards with respect to 800,520 shares of common stock of Euronet Services
Inc. will be issued to the holders of awards with respect to 800,520 preferred
shares of Euronet N.V. in exchange for all such awards (the "Reorganization").
Euronet N.V. will be dissolved following the Reorganization. The Reorganization
is subject to and will be effective upon the execution of an underwriting
agreement in connection with an initial public offering of the common stock of
Euronet Services Inc.
 
                                       F-8

<PAGE>   65
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
 
     (a)   Basis of presentation
 
     The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America.
 
     The financial statements for 1994, 1995 and for the period from January 1,
1996 through March 27, 1996 have been presented as if the operating entities had
been combined from their respective dates of incorporation/acquisition.
Subsequent to March 27, 1996, the consolidated financial statements include the
accounts of Euronet N.V. and its subsidiaries.
 
     All significant intercompany balances and transactions have been
eliminated.
 
     (b)   Transfer of non monetary assets
 
     The transfer of the share holdings held by the shareholders in Bank 24,
SatComNet and Bankomat in exchange for shares in Euronet Holding N.V. have been
recorded at the underlying net equity of the operating entities which is the
historical cost. The transfer of assets by shareholders have been recorded at
the transferors' historical cost basis.
 
     (c)   Foreign currency translation
 
     The functional currency of Euronet N.V. is the U.S. dollar, the currency of
the primary economic environments in which it operates. The determination of
Euronet N.V.'s functional currency has been made after the management's
evaluation of various business and economic factors affecting Euronet N.V.,
including the generation of cash flows and the sources of financing. The
subsidiaries of Euronet N.V. operate in countries with highly inflationary
economies. The accounting records of these subsidiaries are maintained in the
local currency and remeasured to U.S. dollars.
 
     Historical exchange rates are used to remeasure nonmonetary items while
current exchange rates are used to remeasure monetary items. Exchange gains and
losses that arise from the remeasurement process are reported in determining net
loss.
 
     (d)   Property, plant and equipment
 
     Property, plant, and equipment are stated at cost. Equipment under capital
leases are stated at the lesser of fair value of the leased equipment and the
present value of future minimum lease payments.
 
     Depreciation is calculated on the straight-line method over the estimated
useful lives of the assets. Equipment held under capital leases and leasehold
improvements are amortized straight line over their estimated useful lives.
 
     Depreciation rates are as follows:
 

<TABLE>
            <S>                                                           <C>
            Automatic teller machines..................................   7 years
            Computers..................................................   3 years
            Software...................................................   3 years
            Vehicles & Equipment.......................................   5 years
</TABLE>

 
     (e)   Impairment of long-lived assets
 
     Euronet N.V. has adopted the provisions of SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of" as
of and for the year ended December 31, 1996. Euronet N.V.
 
                                       F-9

<PAGE>   66
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
assesses the recoverability of long-lived assets (mainly property, plant and
equipment) by determining whether the carrying value of the fixed assets can be
recovered over the remaining lives through projected undiscounted future
operating cash flows. If an impairment in value is estimated to have occurred,
the assets carrying value is reduced to its estimated fair value. The assessment
of the recoverability of long-lived assets will be impacted if estimated future
operating cash flows are not achieved. At December 31, 1996, there was no
significant impact on the financial statements from adoption of SFAS No. 121.
 
     (f)   Income taxes
 
     Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the expected future tax
consequences attributable to differences between the financial statement
carrying amounts of assets and liabilities and their respective tax bases and
operating loss carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the income in the period that includes the enactment date.
 
     Valuation allowances for deferred tax assets have been established on the
basis of Euronet N.V.'s estimate of taxable income for future periods.
 
     (g)   Risks and uncertainties
 
     Euronet N.V. operates in one business segment through operations in Hungary
and Poland. Euronet N.V., at this time, is dependent on a limited group of
customers and network services are limited to those areas where ATMs have been
installed.
 
     Management of Euronet N.V. has made a number of estimates and assumptions
related to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.
 
     (h)   Revenue recognition
 
     Euronet N.V. recognizes revenue at the point at which the service is
performed.
 
     (i)   Cash equivalents
 
     For the purposes of the statement of cash flows, Euronet N.V. considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
 
     (j)   Investment securities
 
     Investment securities at December 31, 1996 consist of Hungarian government
bonds which Euronet N.V. has classified as held-to-maturity (gross unrealised
losses are approximately $29,100). Held-to-maturity securities are those
securities in which Euronet N.V. has the ability and intent to hold the security
to maturity. The held-to-maturity investment securities are recorded at
amortized cost, adjusted for the amortization or accretion of premium and
discounts. A decline in the market value of any held-to-maturity security below
cost that is deemed other than temporary results in a reduction in the carrying
amount to fair value. The impairment is charged to earnings and a new cost basis
for the security is established. Premium and discounts are amortized or accreted
over the life of term of the related held-to-maturity security as an adjustment
to yield using the effective interest method.
 
                                      F-10

<PAGE>   67
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     (k)   Pro-forma loss per share
 
     As the historical capital structure of Euronet N.V. is not indicative of
the continuing capital structure, the historical loss per share has been
replaced by a pro-forma loss per share computation. The pro-forma loss per share
has been calculated by dividing the net loss by the pro-forma number of shares
amounting to 13,838,078. The pro-forma number of shares reflects the sum of (1)
11,401,418 shares of common stock to be issued by the proposed new holding
company, Euronet Services Inc., including, 1,105,342 shares to be issued upon
the exercise of awards and options on the date of the initial public offering
and 710,507 issuable to General Electric Capital Corporation, (2) 1,530,088
shares issuable (using the treasury stock method) under Euronet N.V.'s milestone
stock option program, and (3) 906,572 shares issuable (using the treasury stock
method) under Euronet N.V.'s stock compensation plan.
 
     (l)   Stock-based compensation
 
     SFAS No. 123 "Accounting for Stock-Based Compensation", encourages but does
not require companies to record compensation cost for stock-based employee
compensation plans at fair value. Euronet N.V. has chosen to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees" and related Interpretations. Accordingly, compensation cost for
share options is measured as the excess, if any, of the fair market value of
Euronet N.V.'s shares at the date of the grant over the exercise price (refer to
note 10). Such compensation cost is charged to expense on a straight-line basis
over the vesting period of the respective options. If vesting is accelerated as
a result of certain milestones, the unrecognized compensation would be recorded
as expense on the date such milestones have or have been deemed to have been
achieved. Euronet N.V. has adopted the disclosure-only provisions of SFAS No.
123 as of and for the year ended December 31, 1996.
 
(3)  CAPITAL STOCK
 
     Euronet N.V. registered a ten for one stock split on October 11, 1996. The
par value changed from $1.00 to $0.10 for all preferred and common stock
authorized and issued as a result of the stock split. Upon formation of Euronet
Services Inc., Euronet N.V.'s preferred and common stock authorized and issued
will reflect a further stock split of seven for one and the par value will
change from $0.10 to $0.02. All references in the financial statements to the
number of shares and per share amounts have been retroactively restated to
reflect the increased number of preferred and common shares outstanding.
 
     On November 26, 1996, Euronet N.V. called on the first tranche of $1
million dollars of the standby commitment from certain existing investors
(Poland Partners LP, Advent Partners LP, Advent Private Equity Fund-CELP, Poland
Investment Fund LP, Hungarian Private Equity Fund and DST Systems Inc.). The
conversion terms of this tranche were that one share of series B convertible
preferred shares of Euronet N.V. was issued for each $2.14 of standby
contribution (466,669 series B convertible preferred shares were issued in
exchange for $1 million dollars). Refer to note 10.
 
     On February 3, 1997, the Company signed a Subscription Agreement (the
"Subscription Agreement") with General Electric Capital Corporation ("GE
Capital") pursuant to which GE Capital agreed to subscribe for preferred stock
of Euronet N.V. for an aggregate purchase price of $3 million which will entitle
GE Capital to receive 710,507 shares of common stock of Euronet Services Inc. in
connection with the Reorganization, resulting in a per share purchase price of
$4.22. Under a "claw back" option, Euronet Services Inc. has the right to
repurchase up to 292,607 of such shares for nominal consideration in the event
of a public or private offering of Euronet Services Inc.'s common stock where
Euronet Services Inc. is attributed a valuation that is higher than that used
for purposes of the Subscription Agreement. The Subscription Agreement also
includes certain reciprocal rights of the parties to act as preferred providers
of services to each other. In particular, Euronet
 
                                      F-11

<PAGE>   68
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Services Inc. will be a preferred provider of outsourced ATM services to certain
banks affiliated with GE Capital. The sale of shares pursuant to the
Subscription Agreement is expected to close in February 1997.
 
     In accordance with the Articles of Association of Euronet N.V., holders of
series B convertible preferred shares are entitled to priority earnings'
distribution, to the extent possible, as determined by a fixed formula. Profits
available for distribution after this deduction are then allocated to both
holders of series A and B convertible preferred shares, to the extent possible,
as determined by a fixed formula. Common share holders are entitled to a fixed
dividend of $0.11 per common share, to the extent possible, after the second
priority earnings' distribution. The remaining profits available for
distribution, to the extent possible, shall be allocated to all shareholders on
a pro rata basis.
 
     In the event of liquidation of Euronet N.V., holders of series B
convertible preferred shares shall be entitled to receive, to the extent
possible, in priority to any distribution to the holders of series A and common
shares, a distribution determined in accordance with a fixed formula. From the
net assets that remain after this payment the holders of series A and B
convertible preferred shares shall be entitled to receive, to the extent
possible, in priority to any distribution to the holders of common shares, a
distribution determined in accordance with a fixed formula. The balance that
remains shall be distributed among the holders of common shares pro rata based
on their respective ownership of common shares.
 
     Holders of convertible preferred shares may have their shares converted
into common shares at the rate of one to one. Holders of series B convertible
preferred shares may have their shares converted into series A convertible
preferred shares at the rate of one to one. Euronet N.V. has the option to
convert all preferred series A and B shares to common shares upon the
undertaking of an initial public offering.
 
(4)  RESTRICTED RESERVE
 
     The restricted reserve arises from the provisions of Hungarian accounting
law in relation to share capital contributed in foreign currency to Bank 24 and
SatComNet. Under these rules, a foreign currency capital contribution is
recorded in the local accounting records of the companies using the rate when
the capital was contributed. The foreign currency gain (or loss) which arises
upon usage of the foreign currency is booked directly to a separate non
distributable reserve.
 
     For the purposes of these consolidated financial statements, the exchange
gains and losses booked to this reserve under Hungarian accounting law, together
with the gain on revaluing the remaining foreign currency received for capital
at each period end in accordance with generally accepted accounting principles,
have been included in the income statement for the year with an equivalent
transfer for the accumulated loss reserve to the restricted reserve.
 
(5)  RESTRICTED CASH
 
     Euronet N.V. has two types of restricted cash balances at December 31, 1996
and 1995.
 
     Bankomat and Bank 24 have deposits as security with respect to cash
supplied by certain banks to the ATMs, equivalent to the amount of cash in
machines at the balance sheet dates. These deposits have been classified as
restricted cash.
 
     Bank 24 also has deposits with a commercial bank to cover guarantees,
deposits with customs officials to cover potential charges, and with their
leasing company as a minimum deposit related to the lease of ATMs (see note 8).
 
                                      F-12

<PAGE>   69
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Following is a detail of restricted cash balances at each balance sheet
date:
 

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,
                                                                                -------------
                                                                                1996     1995
                                                                                ----     ----
                                                                                          (IN
                                                                                   THOUSANDS)
<S>                                                                             <C>      <C>
Restricted cash for ATM deposits -- Poland..................................    $ 36     $ --
Restricted cash for ATM deposits -- Hungary.................................     116      180
Restricted cash for deposits -- Hungary.....................................     666      772
                                                                                ----     ----
Total restricted cash.......................................................    $818     $952
                                                                                ====     ====
</TABLE>

 
(6)  PROPERTY, PLANT AND EQUIPMENT
 

<TABLE>
<CAPTION>
                                                                                   VEHICLES &
                                                 SOFTWARE    ATMS     COMPUTERS    EQUIPMENT     TOTAL
                                                 --------    -----    ---------    ----------    -----
                                                 (IN THOUSANDS)
<S>                                              <C>         <C>      <C>          <C>           <C>
Cost:
Balance at June 22, 1994 (inception)..........       --         --        --            --          --
Additions.....................................        3        262        --            91         356
                                                    ---      -----       ---           ---       -----
Balance at December 31, 1994..................        3        262        --            91         356
Additions.....................................      100      2,123        --            77       2,300
                                                    ---      -----       ---           ---       -----
Balance at December 31, 1995..................      103      2,385        --           168       2,656
Additions.....................................      293      4,388       266           310       5,257
Disposals.....................................       --         --        --            (7)         (7)
                                                    ---      -----       ---           ---       -----
Balance at December 31, 1996..................      396      6,773       266           471       7,906
                                                 ======      =====    ========     ========      =====
Accumulated Depreciation:
Balance at June 22, 1994 (inception)..........       --         --        --            --          --
Additions.....................................       --         --        --             5           5
                                                    ---      -----       ---           ---       -----
Balance at December 31, 1994..................       --         --        --             5           5
Additions.....................................        7        110        --            16         133
                                                    ---      -----       ---           ---       -----
Balance at December 31, 1995..................        7        110        --            21         138
Additions.....................................       28        334        41            81         484
                                                    ---      -----       ---           ---       -----
Balance at December 31, 1996..................       35        444        41           102         622
                                                 ======      =====    ========     ========      =====
</TABLE>

 
(7)  SHORT TERM BORROWINGS
 
     Short term borrowings represents a Hungarian forint denominated loan of
$194,000 granted by a commercial bank in Hungary to permit such bank to supply
cash to the ATM network. This loan originated April 4, 1996 and is due on March
18, 1997 together with interest accrued at 29%.
 
     Euronet N.V. has collateralized this loan by the pledge of investment
securities amounting to $194,000, bearing interest at 27% maturing on March 18,
1997.
 
(8)  LEASES
 
     (a)   Capital leases
 
     Euronet N.V. leases the majority of its ATMs in Poland and Hungary under
capital lease agreements that expire between 1999 and 2001 and bear interest at
rates between 11% and 15%. Lease installments are paid on a monthly or
semi-annual basis.
 
                                      F-13

<PAGE>   70
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     In Poland, there are two principal agreements. The first includes a bargain
purchase option at the end of the lease term at a price equivalent to 0.1% of
the capital value of the leased assets. In addition, this agreement is subject
to a contingent rental of $0.80 per ATM transaction in excess of a minimum
number of transactions as stated in the lease agreement. The agreement limits
the total contingent rental such that the lessor does not receive a rate of
return in excess of a certain percentage as stipulated in the agreement. There
were no contingent rentals incurred for the year ended December 31, 1996.
 
     Under the second agreement, the residual value of the lease is equivalent
to 12.5% (approximately $21,000) of the original capital value of the leased
asset. Euronet N.V. has an irrevocable right to renew the lease for an
indefinite period under the same payment terms as the initial agreement. In
addition to the related equipment, this lease is also collateralized by the
pledge of certain accounts receivable and a letter of credit from a commercial
bank.
 
     A related entity, Windham Technologies Inc., has the option to purchase the
ATMs under capital lease in Hungary at the end of the lease term at a bargain
purchase price of $1 plus incidental expenses (refer to note 13).
 
     Euronet N.V. also leases an IBM AS400 computer for use as its central
processing and authorization center for ATM transactions. This three year lease
with a term of July 1, 1996 through September 30, 1999 bears interest at a rate
of 15% and is payable in quarterly installments of $24,000.
 
     The gross amount of the ATMs and IBM computer and related accumulated
amortization recorded under capital leases were as follows:
 

<TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                                             -----------------
                                                                              1996       1995
                                                                             ------     ------
                                                                              (IN THOUSANDS)
<S>                                                                          <C>        <C>
ATMs.....................................................................    $5,870     $1,906
IBM computer.............................................................       225         --
                                                                              -----      -----
                                                                              6,095      1,906
Less accumulated amortization............................................      (410)       (96)
                                                                              -----      -----
Net book value...........................................................    $5,685     $1,810
                                                                              =====      =====
</TABLE>

 
     Amortization of assets held under capital leases is included with
depreciation expense.
 
     (b)   Operating leases
 
     Euronet N.V. also has noncancelable operating rental leases which expire
over the next 2 to 4 years. Rent expense under these leases amounted to
$270,000, $158,000 and $66,000, for the years ended December 31, 1996, 1995, and
for the period from June 22, 1994 (inception) through December 31, 1994,
respectively.
 
                                      F-14

<PAGE>   71
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     (c)   Future minimum lease payments
 
     Future minimum lease payments under the capital leases and the
noncancelable operating leases (with initial or remaining lease terms in excess
of one year) as of December 31, 1996 are:
 

<TABLE>
<CAPTION>
                                                                          CAPITAL     OPERATING
                                                                          LEASES       LEASES
                                                                          -------     ---------
                                                                             (IN THOUSANDS)
<S>                                                                       <C>         <C>
Year ending December 31,
  1997................................................................    $ 1,212      $   267
  1998................................................................      1,606          144
  1999................................................................      1,786          148
  2000................................................................      1,527           --
                                                                           ------       ------
     Total minimum lease payments.....................................      6,131      $   559
                                                                                        ======
Less amounts representing interest....................................     (1,660)
                                                                           ------
Present value of net minimum capital lease payments...................      4,471
Less current installments of obligations under capital leases.........       (637)
                                                                           ------
Long term capital lease obligations...................................    $ 3,834
                                                                           ======
</TABLE>

 
(9)  INCOME TAXES
 
     The income tax benefit consisted of the following:
 

<TABLE>
<CAPTION>
                                                                                       FOR THE PERIOD
                                                                                        FROM JUNE 22,
                                                                                            1994
                                                    YEAR ENDED       YEAR ENDED      (INCEPTION) THROUGH
                                                   DECEMBER 31,     DECEMBER 31,        DECEMBER 31,
                                                       1996             1995                1994
                                                   ------------     ------------     -------------------
                                                                                          (IN THOUSANDS)
<S>                                                <C>              <C>              <C>
Current tax expense
Netherlands Antilles............................          --               --                  --
Europe..........................................          --               --                  --
                                                       -----            -----               -----
Total current...................................          --               --                  --
Deferred tax expense
Netherlands Antilles............................          --               --                  --
Europe..........................................        (323)            (148)                 --
                                                       -----            -----               -----
Total deferred..................................        (323)            (148)                 --
                                                       =====            =====               =====
</TABLE>

 
                                      F-15

<PAGE>   72
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The sources of loss before income taxes are presented as follows:
 

<TABLE>
<CAPTION>
                                                                                       FOR THE PERIOD
                                                                                        FROM JUNE 22,
                                                                                            1994
                                                    YEAR ENDED       YEAR ENDED      (INCEPTION) THROUGH
                                                   DECEMBER 31,     DECEMBER 31,        DECEMBER 31,
                                                       1996             1995                1994
                                                   ------------     ------------     -------------------
                                                                                          (IN THOUSANDS)
<S>                                                <C>              <C>              <C>
Netherlands Antilles............................       4,416               --                  --
Europe..........................................       3,483            2,089                 228
                                                       -----            -----               -----
Loss before income taxes........................       7,899            2,089                 228
                                                       =====            =====               =====
</TABLE>

 
     The difference between the actual income tax benefit and the tax benefit
computed by applying the statutory income tax rate (3% for Netherlands Antilles,
18% for Hungary and 38% for Poland) to losses before taxes is attributable to
the following:
 

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                       -----------------------
                                                                       1996      1995     1994
                                                                       -----     ----     ----
                                                                           (IN THOUSANDS)
<S>                                                                    <C>       <C>      <C>
Income tax benefit at statutory rates..............................      267      427       82
Non-deductible expenses............................................     (209)    (153)     (23)
Tax holiday........................................................       (4)      (8)      --
Foreign tax benefit................................................      806       --       --
Valuation allowance................................................     (537)    (118)     (59)
                                                                       -----     -----    -----
Actual income tax benefit..........................................      323      148       --
                                                                       =====     =====    =====
</TABLE>

 
     The income tax benefit has been calculated on the basis of the taxable
losses of the combined entities for the period June 22, 1994 (inception) through
December 31, 1994, the year ended December 31, 1995 and the period January 1,
1996 through March 27, 1996. Upon formation of Euronet N.V. on March 27, 1996,
the income tax benefit was calculated solely on the basis of the taxable loss of
Euronet Holding N.V.
 
     The tax effect of temporary differences and carryforwards which give rise
to deferred tax assets and liabilities are as follows:
 

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                       -----------------------
                                                                       1996      1995     1994
                                                                       -----     ----     ----
                                                                           (IN THOUSANDS)
<S>                                                                    <C>       <C>      <C>
Tax loss carryforwards.............................................      989      233       59
Leasing............................................................        5       12       --
Leasehold improvements.............................................       48       21       --
Accrual............................................................       84       --       --
                                                                       -----     -----    ----
Deferred tax asset.................................................    1,126      266       59
Valuation allowance................................................     (655)    (118)     (59)
                                                                       -----     -----    ----
Net deferred tax assets............................................      471      148       --
                                                                       =====     =====    ====
</TABLE>

 
     The valuation allowance relates to deferred tax assets established under
SFAS No. 109 for loss carryforwards at December 31, 1996 of $4,272,000. The tax
operating loss carryforwards will expire through 1999 for Bankomat and through
2001 for Bank 24, SatComNet and Euronet N.V. Based on
 
                                      F-16

<PAGE>   73
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
Euronet N.V.'s forecast of sufficient taxable income for future periods in which
the tax losses are expected to be absorbed, Euronet N.V. believes that it will
realize the benefit of the deferred tax assets, net of the existing valuation
allowance.
 
(10)  SHARE PLANS AND CAPITAL COMMITMENTS
 
     Share compensation plans
 
     Euronet N.V. has established a share compensation plan which provides
certain employees options to purchase shares of Euronet N.V.'s common stock. The
options vest over a period of five years from the date of grant. Options are
exercisable during the term of employment or consulting arrangements with
Euronet N.V. and its subsidiaries. Euronet N.V. has the right to repurchase
shares within 180 days from an employee who has exercised his options but has
ceased to be employed by Euronet N.V. At December 31, 1996, Euronet N.V. has
authorized options for the purchase of 1,299,550 shares of common shares, of
which 1,062,950 have been awarded to employees.
 
     In accordance with the shareholders' agreement dated February 15, 1996 and
amended on October 14, 1996, Euronet N.V. has reserved 2,850,925 shares of
series A convertible preferred shares which shall be authorized but unissued for
the purpose of awarding preferred shares ("milestone awards") to certain
investors and options to acquire preferred shares ("milestone options") to the
founders, management and key employees. Euronet N.V. granted 800,520 milestone
awards at an exercise price of $0.02 per share and 2,050,405 milestone options
at an exercise price of $2.14 per share. The milestone awards vest and become
exercisable on the date on which any one or more of the three performance goals
described in the shareholders' agreement attained. One third of the milestone
options vest upon the occurrence of each milestone. The milestone options vest
and become exercisable upon the earlier of October 14, 2006, or the date on
which any one or more of the three performance goals described in the
shareholders' agreement is attained. One third of the milestone options vest
upon occurrence of each milestone. In the event of an initial public offering
all milestone awards and milestone options granted under the milestone
arrangement (with the exception of 49,819 options to certain key employees which
will vest equally over two years following the initial public offering) shall be
considered to have been met and all preferred shares shall become immediately
issuable to beneficiaries of milestone awards and options.
 
     Share option activity during the periods indicated is as follows:
 

<TABLE>
<CAPTION>
                                                                    NUMBER OF    WEIGHTED-AVERAGE
                                                                     SHARES       EXERCISE PRICE
                                                                    ---------    ----------------
<S>                                                                 <C>          <C>
Balance at June 22, 1994 (inception)
  Granted........................................................     440,440          0.71
                                                                    ---------
Balance at December 31, 1994.....................................     440,440          0.71
  Granted........................................................     110,110          0.95
                                                                    ---------
Balance at December 31, 1995.....................................     550,550          0.76
  Granted........................................................   2,562,805          2.02
                                                                    ---------
Balance at December 31, 1996.....................................   3,113,355          1.80
                                                                     ========
</TABLE>

 
     There were no exercised, forfeited or expired options during the periods
indicated.
 
     At December 31, 1996, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was as follows:
 
                                      F-17

<PAGE>   74
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 

<TABLE>
<CAPTION>
                                                                       WEIGHTED-AVERAGE
                      EXERCISE PRICE              NUMBER OF SHARES       LIFE (YEARS)
            ----------------------------------    ----------------     ----------------
            <S>                                   <C>                  <C>
            0.71..............................         440,440               10.50
            0.95..............................         110,110               11.25
            1.43..............................         442,400               12.50
            2.14..............................       2,120,405               10.25
                                                  ----------------
                                                     3,113,355
                                                  ----------------
</TABLE>

 
     At December 31, 1996 and 1995, the number of options exercisable was
271,780 and 88,130, respectively, and the weighted-average exercise price of
those options was $1.14 and $0.71, respectively. There were no options
exercisable at December 31, 1994.
 
     The per-share weighted-average fair value of the options granted
approximates $4.05, $0.70 and $0.35 during 1996, 1995 and 1994, respectively.
The fair value was estimated using the minimum value method with the following
weighted-average assumptions; expected dividend yield of 0%, risk-free rate of
7.17% and expected volatility of 0%.
 
     Euronet N.V. applies APB Opinion No. 25 in accounting for its share option
plans. The exercise price of the options is established based on the estimated
fair value of the underlying shares at grant date. Fair value is determined by
taking into consideration the per share price at which the most recent sale of
equity securities was made by Euronet N.V. to investors. However, in
contemplation of a probable initial public offering, compensation expense has
been recognized in 1996 relating to all options granted during the fourth
quarter of 1996. Such compensation expense was calculated as the excess of the
fair market value of the underlying shares (determined as $4.22, which is the
cash price per share at which GE Capital subscribed for preferred shares of
Euronet N.V. in February 1997) over the exercise price of $2.14 per share.
Euronet N.V. has recorded $4,172,000 of compensation expense in the 1996
consolidated financial statements and an additional compensation expense of
$343,000 with respect to these options will be recognized over the remaining
vesting period of such options. Had Euronet N.V. determined compensation cost
based on the fair value at the grant date for its stock options under SFAS No.
123, net loss and net loss per share would not have been significantly different
than the amounts recorded in the consolidated financial statements.
 
     Standby Commitment and Contribution
 
     Certain investors (Poland Partners LP, Advent Partners LP, Advent Private
Equity Fund-CELP, Poland Investment Fund LP, Hungarian Private Equity Fund and
DST Systems Inc.) agreed to make an aggregate of three million dollars available
to Euronet N.V. in two tranches of one million ("tranche 1") and two million
dollars ("tranche 2"), respectively.
 
     Euronet N.V. made a call on tranche 1 of the standby commitment on November
26, 1996 (see note 3). The terms of tranche 2 are that one share of series B
convertible preferred shares will be issued for each $10 of standby contribution
made. Upon the Reorganization, Euronet N.V. intends to cancel the option to call
the second tranche.
 
                                      F-18

<PAGE>   75
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
(11)  BUSINESS SEGMENT INFORMATION
 
     Euronet N.V. and its subsidiaries operate in one business segment, the
service of providing an independent shared ATM network to banks and financial
institutions that it serves.
 
     Net revenue, operating assets and identifiable assets, as of and for the
periods ending December 31, 1996, 1995 and 1994, excluding intercompany amounts,
of Euronet N.V. and it subsidiaries according to their geographic location are:
 

<TABLE>
<CAPTION>
                            TOTAL REVENUES                OPERATING LOSS             IDENTIFIABLE ASSETS
                      --------------------------    --------------------------    --------------------------
                       1996      1995      1994      1996      1995      1994      1996      1995      1994
                      ------    ------    ------    ------    ------    ------    ------    ------    ------
                                                                                              (IN THOUSANDS)
<S>                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Europe..............   1,261        62        --    (3,145)   (2,108)     (240)    9,752     4,519     2,527
Netherlands Antilles      --        --        --    (4,601)       --        --     2,182        --        --
                      ------    ------    ------    ------    ------    ------    ------    ------    ------
Total...............   1,261        62        --    (7,746)   (2,108)     (240)   11,934     4,519     2,527
                      ======    ======    ======    ======    ======    ======    ======    ======    ======
</TABLE>

 
(12)  COMMITMENTS AND CONTINGENCIES
 
     Euronet N.V. is committed to purchase ATMs from certain suppliers for a
total minimum amount of $12,769,000 over an indefinite period of time.
 
(13)  RELATED PARTIES
 
     Hi-Care
 
     Hi-Care, the lessor from whom Bank 24 rents its Budapest office, was an
investor in Euronet N.V. from March 24, 1995 through March 27, 1996. Hi-Care
invested $197,000 in Bank 24 until the formation of Euronet Holding N.V., at
which time its shares were purchased by a new investor. The total amount of rent
expense incurred by Bank 24 pursuant to its rental agreement with Hi-Care was
$102,000 and $80,000 for the years ended December 31, 1996 and 1995,
respectively.
 
     Employee loan (LT Loans Receivable)
 
     Euronet N.V. provided an interest bearing loan to an employee on June 9,
1995 with a maturity date of October 1, 1999. The outstanding balance at
December 31, 1996 and December 31, 1995 is $21,000 and $32,000, respectively.
The loan is repayable over 4 years in equal monthly instalments. The current
portion of the loan has been recorded in other current assets and the long term
portion is separately disclosed on the face of the balance sheet.
 
     Michael Brown
 
     Michael Brown, chairman of Euronet N.V., loaned Euronet N.V. a total of
$195,000 as at December 31, 1996 which was received during 1995 and 1996,
bearing interest at 10% annually. Interest accrued of $18,000 is included in
accrued expenses.
 
     In addition, he paid $173,000 relating to start up and formation expenses
on behalf of Euronet N.V. in 1995. This has been recorded as a capital
contribution of $106,000 and the remaining balance of $67,000 as notes
payable-shareholder.
 
     In accordance with the shareholders' agreement dated February 15, 1996,
Euronet N.V. reimbursed Michael Brown $57,000 related to the non-monetary
portion of the capital contribution made to establish Bankomat in 1995.
 
                                      F-19

<PAGE>   76
 
                     EURONET HOLDING N.V. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     Windham Technologies Inc
 
     Windham Technologies Inc. ("Windham") holds the option to purchase certain
ATMs at the end of the lease term. Windham is jointly owned by two shareholders
of Euronet Holding N.V. Windham has signed an undertaking to contribute these
assets to Euronet N.V. at the end of the lease at a bargain purchase price of $1
plus incidental expenses.
 
     In addition, payments of $425,000, $320,000 and $66,000 have been made for
the years ended December 31, 1996 and 1995 and for the period from June 22, 1994
(inception) through December 31, 1994, respectively, to Windham. These payments
cover the services and related expenses of consultants seconded by Windham to
Euronet N.V. These services include AS400 computer expertise, bank marketing and
management support.
 
(14)  CONCENTRATIONS OF BUSINESS AND CREDIT RISK
 
     Euronet N.V. is not subject to significant concentrations of business and
credit risk. Euronet N.V.'s financial instruments mainly include trade
receivables, cash and short-term investments. Euronet N.V.'s customer base, even
though limited, includes the most significant international card organizations
and certain banks in Hungary and Poland. Therefore, Euronet N.V.'s operations
are directly affected by the financial condition of those entities. Cash and
short-term investments are placed with high-credit quality financial
institutions in Poland and Hungary or in short-term duration, high-quality debt
securities issued by the Hungarian government. Euronet N.V. does not require
collateral or other security to support financial instruments subject to credit
risk. Management believes that the credit risk associated with trade
receivables, cash and short-term investments is minimal due to the control
procedures which monitor credit worthiness of customers and financial
institutions.
 
                                      F-20

<PAGE>   77
 
======================================================
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
                             ---------------------
 
 
                              TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                        PAGE
                                       ------
<S>                                    <C>
Prospectus Summary.....................      4
Risk Factors...........................      7
Use of Proceeds........................     12
Dilution...............................     13
Dividend Policy........................     13
Capitalization.........................     14
Selected Consolidated Financial Data...     15
Management's Discussion and Analysis of
  Financial Condition and Results of
  Operations...........................     17
Business...............................     22
Management.............................     33
Certain Transactions...................     40
Principal and Selling Shareholders.....     44
Description of Capital Stock...........     45
Certain United States Federal Tax
  Considerations For Non-U.S. Holders
  of Shares............................     48
Shares Eligible For Future Sale........     50
Underwriting...........................     51
Validity of Securities.................     53
Experts................................     53
Annex A -- Country Information: Hungary
  and Poland...........................    A-1
Consolidated Financial Statements......    F-1
            ---------------------
</TABLE>

 
  UNTIL MARCH 31, 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE SHARES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO
THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
======================================================
                          ======================================================
 
                                5,300,000 SHARES
 
                                      LOGO
 
                                   COMMON STOCK
 
                             ---------------------
 
                             ---------------------
                                   PROSPECTUS
                                 MARCH 6, 1997
 
                             ---------------------
 
                             ---------------------
                              GLOBAL CO-ORDINATOR
 
                                  ING BARINGS
                             ---------------------
 
                                 U.S. OFFERING
 
                                  ING BARINGS
                       ARNHOLD AND S. BLEICHROEDER, INC.
                     NOMURA SECURITIES INTERNATIONAL, INC.
 
                             INTERNATIONAL OFFERING
 
                                  ING BARINGS
                           CREDIT SUISSE FIRST BOSTON
                              NOMURA INTERNATIONAL
                          ======================================================