2016.01.29

Legal basis:

Art. 56 section 1 point 1 of the Act of 29 July 2005 on the Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies in connection with Article 154 of the Act on Trading in Financial Instruments of 29 July 2005

Content of the report:

Referring to the current report No 66/2015, PKO Bank Polski (the 'Bank') informs that on 29 January 2016 the Management Board accepted the conditions of the Bank's participation in the transaction of acquisition of Visa Europe Limited by Visa Inc. (the 'Transaction') presented to the Bank by Visa Europe Limited, in accordance with which the total initially estimated share of the Bank in proceeds of the Transaction (without taking into account a possible deferred earn out payment) shall amount to EUR 88,875,079, equivalent of PLN 394,649,788 (at the average NBP exchange rate of January 29, 2016), including:

- 66,167,319 euro in cash, equivalent of PLN 293,815,980 (at the average NBP exchange rate of January 29, 2016) and

- 22,707,761 euro in the shares of Visa Inc., equivalent of PLN 100,833,813 (at the average NBP exchange rate of January 29, 2016) (amounts rounded),

provided that the above amounts are not final and may be subject to change in connection with the reservation made by the Bank relating to the proposed manner of determination of the Bank's share in the settlement of the Transaction or possible reservations of other members of Visa Europe Limited, costs of the Transaction, as well as in the cases indicated in the documentation relating to the Transaction (so-called 'leakage').

The amounts due to the Bank should be finally confirmed on 1 March 2016 and then settled by 30 June 2016.

In addition, the framework terms of the Transaction provide for a potential earnout payment , to be paid in cash after sixteen quarters from the date of the Transaction settlement. For the time being, it is not possible to determine the value of the actual earnout payment.

The Transaction is subject to relevant regulatory consents and is planned to be finalized in the second quarter of 2016.

PKO Bank Polski SA issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 January 2016 16:50:30 UTC

Original Document: http://www.pkobp.pl/pkobppl-en/investor-relations/current-reports/current-report-no-62016-potential-impact-of-acquisition-of-visa-europe-limited-by-visa-inc-on-pko-bank-polski-sa-financial-results-inside-information/