mBank S.A.

M&A Activity • Jun 16, 2016

Impact of the Visa Europe takeover by Visa Inc. transaction

With reference to the current report No. 104/2015 dated 24 December 2015the Management Board of mBank S.A. ("Bank") hereby informs that the Bankreceived the information regarding the allocation of settlement of theVisa Europe Limited (Visa Europe) takeover by Visa Inc. transaction (theTransaction). The Transaction closing will take place in Q2 2016. mBankS.A. will be one of the Transaction beneficiaries. Pursuant to theinformation received, as a result of the Transaction settlement, mBankS.A. will receive the following:

- EUR 46.5 million in cash - equivalent of PLN 206.6 million (at theaverage NBP exchange rate of 16 June 2016),

- 16,878 Series C Visa Inc. preferred shares valued at EUR 16.5 million,equivalent of PLN 73.2 million (based on current conversion rate ofpreferred stock to common stock of Visa Inc., closing price of Visa Inc.shares on 15 June 2016 and average EBC and NBP exchange rates from 16June 2016).

In addition, due to a change in the terms of the Transaction settlement,"Earn-out" payment communicated in the current report no 104/2015 hasbeen replaced by an increase in cash payment in Q2 2016 and introductionof a deferred cash payment in Q2 2019. (Deferred Payment). The totalamount of Deferred Payment to all Transaction participants will equal toEUR 1.12 bn, with mBank's share of the Deferred Payment amounting to0,3582436136%.

Deferred Payment may be subject to some adjustments in the event thatone or more of participating entities have ceased to exist without asuccessor, or if the Visa Europe Member Representative believes that itwould be in the interests of the beneficiaries to withhold monies ontrust in order to protect the value of the preferred stock.SeriesC Visa Inc. preferred stock will be converted to Common Visa Inc. stock.The conversion of all preferred stock will take place in 2028 thelatest. Current conversion rate of the preferred stock to common stockis 13.952. It can be subject to a decrease until 2028 due to coveredclaims paid by Visa during that period.