Loss Sharing Agreement Visa

Visa Inc.`s executive management team will be available this Monday.m, November 2 at 5:00 a.m. Pacific Time (8:00 a.m.m Eastern Time; 1:00 p.m.m UK time) to host a conference call to discuss the transaction as well as fourth quarter and full 2015 results. The conference call can be accessed at 888-790-4410 (within the United States) or 773-756-0127 (international). The conference code is 7974435. A recording of the call is available until December 1 and can be viewed at 800-925-1967. The live conference call and recording and materials can also be viewed at www.investor.visa.com via the Investor Relations section of Visa`s website. This Communication does not constitute an offer to sell or an invitation to issue an offer to buy securities. Visa Inc. Convertible Preferred Shares are issued only in accordance with the terms of the definitive agreements of the transaction. The transaction results from the exercise at the time of the conclusion of a call option. As part of Visa`s reorganization in 2007, Visa Inc. entered into an agreement granting Visa Europe the Put option that, if exercised, would require Visa Inc. to acquire from its owners the entire remaining capital stock to be liquidated from Visa Europe on a specified schedule and at a price determined by a particular formula.

In the context of the transaction announced today, the Put option has been adjusted to reflect the agreed purchase price and the agreed date. If the transaction is not completed, the Put option will return to its original terms. 27. Other signatories. (a) Visa Inc. in any case that is or will be included in litigation interchange, designated, added or replaced by an amendment, Visa Inc. will be automatically and without further action to be taken by another signatory to this Agreement, with delivery by Visa Inc. signatory to this Agreement.

signatories to a written agreement linking to all provisions of this Agreement applicable to visa International or with respect to Visa International (including, for the avoidance of doubt, Visa International`s obligations and rights with respect to the MasterCard portion of the Final Judgment), unless the claims against Visa Inc. relate to (i) conduct by Visa Inc. after the closing date of the restructuring (other than the restructuring or restructuring IPO) or (ii) any conduct of Visa Inc. with the exception of restructuring, IPO or mere continuation of conduct that, at the time of this Agreement, was entered into in In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, 1:05-md-01720-JG-JO (E.D.N.Y.) (“MDL 1720”). FOSTER CITY, Calif. & LONDON–(BUSINESS WIRE) –November 2, 2015– Visa Inc. (NYSE:V) and Visa Europe Ltd. today announced a final agreement for Visa Inc. to acquire Visa Europe, creating a single global business. The transaction consists of an advance payment of €16.5 billion, with the potential for an additional earn-out of up to €4.7 billion, payable after the fourth anniversary of closing, for a total value of €21.2 billion. The advance payment amounts to €11.5 billion in cash and preferred shares convertible into Visa Inc.class one ordinary share worth €5 billion.1 The boards of directors of both companies unanimously supported the transaction. The transaction is subject to administrative approvals and is expected to close by Visa Inc.

in the third quarter of 2016. 26. Possibility for the signatory to obtain legal advice. Each Signatory represents and warrants that it has had the opportunity to obtain independent legal advice from lawyers of its choice and other expert advice and other experts it deems appropriate, in any event with respect to the advisability of executing this Agreement, and such Signatory has carefully read this Agreement and has considered on its own initiative the facts forming part of this Agreement. . . .