ING Bank Slaski S.A. — M&A Activity 2016

Jun 17, 2016

2016-06-17 report no. 26/2016: Impact of the Visa Europe takeover byVisa Inc. transaction.

Further to current report no. 36/2015 of 23 December 2015, theManagement Board of ING Bank Śląski S.A. ("Bank") hereby give noticethat they received the information regarding the allocation ofsettlement of the Visa Europe Limited (Visa Europe) takeover by VisaInc. The transaction will close in Q2 2016. The transaction (VisaEurope) is valued at EUR 18.37 billion, which is payable as up-frontconsideration comprising EUR 12.25 billion in cash, and EUR 5 billion inVisa Inc. preferred stock, and a deferred cash payment of EUR 1.12billion (the "Deferred Payment"), to be paid 3 years after the closingdate.

As a Visa Europe member, ING Bank Śląski S.A. will be one of thetransaction beneficiaries. Pursuant to the information received, theimpact of the transaction closing on ING Bank Śląski S.A. is as follows:1)EUR 33.1 million in cash,2) 12,030 Series C Visa Inc. preferredstock,3) a percentage of the Deferred Payment totalling0.2553478580% of the amount, subject to potential adjustments, if any.

Legal grounds: Article 56 section 1 item 1 of Act on Public Offering andTerms and Conditions of Introduction of Financial Instruments in theOrganised Trading System and Public Companies.