Visa Europe Loss Sharing Agreement

The Company`s Class A Common Equivalent Number for Series B and C Preferred Shares may be adjusted from time to time as part of the entity`s release assessments or compensation for losses arising out of or resulting from covered rights, in accordance with the terms of the Litigation Management Deed of 21 June 2016. Pursuant to the definitive agreements of the transaction, Visa Inc. Visa Europe for an advance payment of €11.5 billion in cash and preferred shares converted into Class A ordinary shares worth €5 billion.1 In addition, Visa Europe members could receive a cash earn-out of up to €4.7 billion, interest for an overall transaction value of up to €21.2 billion. Earn-out is based on the achievement of net sales targets during the 16 quarters following the closing of the transaction and will be payable after the fourth anniversary of closing. It includes interest of up to €0.7 billion at an interest rate of 4% per annum. Forward-looking statements are natural: (i) apply only at the time of their publication; (ii) are not statements of historical fact or guarantees for future performance; and (iii) risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. . . .