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Alior Bank S.A. M&A Activity 2016

Oct 20, 2016

5492_rns_2016-10-20_6af03eff-76a4-41bd-984e-cf4bebc2f777.html

M&A Activity

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The Management Board of Alior Bank S.A. ("Alior Bank"), with referenceto Alior Bank's current report No. 14/2016 of 1 April 2016 concerningthe execution of the share purchase and demerger agreement regarding theacquisition of the demerged business of Bank BPH S.A. ("Bank BPH"),current report No. 29/2016 of 30 April 2016 on agreeing and signing ofthe demerger plan of Bank BPH ("Demerger Plan") and the firstnotification of the intended demerger of Bank BPH, as well as currentreport No. 57/2016 of 30 June 2016 concerning the second notification ofthe intended demerger of Bank BPH, gives notice that on 20 October 2016it learned about the registration on 20 October 2016, by the DistrictCourt for Gdańsk-Północ in Gdańsk, 7th Business Division (National CourtRegister) of the decrease of Bank BPH's share capital from the amount ofPLN 383,339,555.00 to PLN 148,498,800.00 ("Registration of the Bank BPHShare Capital Decrease"), in connection with the demerger of Bank BPHpursuant to Article 529 § 1 Clause 4 of the Commercial Companies Codeadopted based on the resolution of the Extraordinary General Meeting ofBank BPH dated 28 September 2016.

The Registration of the Bank BPH Share Capital Decrease marks one of themilestones of the registration process connected with the divestment toAlior Bank of part of Bank BPH's business, in the form of an organizedpart of the Bank BPH business enterprise comprising all the assets andliabilities defined in the Demerger Plan, constituting the core businessof Bank BPH (the "Bank BPH Core Business"). The transfer of the Bank BPHCore Business to Alior Bank shall take place upon the registration ofthe demerger of Bank BPH and increase of the share capital of Alior Bankrelated to the demerger by the District Court for the Capital City ofWarsaw in Warsaw, 13th Business Division (National Court Register),which is the relevant court for Alior Bank, of which Alior Bank shallgive notice in a separate current report.

As a result of the Registration of the Bank BPH Share Capital Decrease,all of the Bank BPH shares held by Alior Bank, i.e., 46,968,051 Bank BPHshares, ceased to exist.