Report No. 66/2015

Legal basis:

Article 56.1.1. of the Act of 29 July 2005 on Public Offering and the Conditions of Introduction of Financial Instrument to an Organized Trading System and on Public Companies, in connection with Article 154 of the Act of 29 July 2005 on Trading in Financial Instruments

Content of the report:

The Management Board of PKO Bank Polski S.A. (“PKO Bank Polski” or “Bank”) hereby reports that on 2 November 2015, the Management Board of the Bank was informed, learning Visa Inc. report, that Visa Inc. concluded the agreement concerning the acquisition of Visa Europe Ltd. The transaction is expected to be closed in Visa Inc.’s fiscal third quarter of 2016 and is a subject of regulatory approvals. Under the terms of the agreement  the value of the transaction amounts up to euro 21,2 billion and is composed of: (i) purchase price paid at the day of closing in the amount of euro 16.5 billion and (ii) deferred earn-out cash payment in the amount of up to euro 4.7 billion, which the Visa Europe Ltd. members can receive after the fourth anniversary of the closing, based on the achievement of targets described in the agreement during the 16 quarters following the closing of the transaction.  The purchase price consist of: (a) cash payment  in the amount of euro 11.5 billion and (b) preferred stock convertible into Visa Inc. common stock valued at euro 5 billion.

PKO Bank Polski being a member of Visa Europe Ltd. – as a beneficiary of the transaction - will participate proportionally to the share of the Bank in the adjusted revenues of the Visa Europe Ltd. Because of this share, Bank expects significant income from the closing of the transaction. The precise estimate of the influence of this transaction on the Bank’s results will be possible after receiving information about the split of the transaction value among Visa Europe Ltd. members.