Current Report No. 1/2016

13 January, 2016

Information on potential impact of acquisition of Visa Europe Limited by Visa Inc. on results of Bank Zachodni WBK S.A. – inside information

Bank Zachodni WBK S.A. (“Bank”) hereby advises that framework terms of the Bank’s participation in acquisition of Visa Europe Limited by Visa Inc. (“Transaction”) were approved by the Management Board on 13 January 2016. The Bank’s total share in the Transaction settlement would be 62,780,774 (say: sixty-two million seven hundred and eighty thousand seven hundred and seventy-four) euro, including:

  • - 46,740,863 (say: forty-six million seven hundred and forty thousand eight hundred and sixty-three) euro in cash and
  • - 16,039,911 (say: sixteen million thirty-nine thousand nine hundred and eleven) in shares of Visa Inc.

These amounts may change subject to the Transaction costs or concerns, if any, of members of Visa Europe Limited related to their share in the Transaction settlement.

According to the proposed schedule, the amounts due to the Bank should be eventually confirmed on 1 March 2016 and then settled by 30 June 2016.

In addition, the framework terms of the Transaction provide for an earnout, 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 earnout.

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

Legal basis:

Article 56 sec. 1 item 1 of the Act dated 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (amended and restated: Journal of Laws of 2009, No. 185, item 1439, as amended).

Santander Bank Polska S.A. with its registered office in Warsaw, al. Jana Pawła II 17, 00-854 Warszawa, registered by the District Court for the capital city of Warsaw, 12th Commercial Division, set up under regulation of the Council of Ministers of 11 April 1988 on setting up Bank Zachodni in Wrocław (Journal of Laws of 1 July 1988, No. 21, item 142), registered under KRS number 0000008723, REGON 930041341, NIP 896 000 56 73, share capital of PLN 1,020,883,050 paid-up in full. Helpline: 1 9999 – fee as per the operator’s tariff.

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