Alior Bank S.A. — M&A Activity 2016

Aug 8, 2016

Satisfaction of the last condition of the share purchase and demergeragreement regarding Bank BPH S.A. and of the last condition of thetender offer for the sale of Bank BPH shares

Content of the Report:

The Management Board of Alior Bank S.A. ("Alior Bank"), in reference toAlior Bank's current report No. 14/2016 of 1 April 2016 on the executionon 31 March 2016 with GE Investments Poland sp. z o.o., DRB HoldingsB.V. and Selective American Financial Enterprises, LLC, of a sharepurchase and demerger agreement regarding the acquisition of the corebusiness of Bank BPH S.A. ("Bank BPH") (the "Share Purchase and DemergerAgreement") and current reports No. 61/2016 of 11 July 2016, No. 62/2016of 18 July 2016 and No. 72/2016 of 4 August 2016 concerning theannouncement of and amendments to the tender offer for the sale of50,600,821 ordinary bearer shares of Bank BPH, carrying 66% of the totalnumber of votes in Bank BPH (the "Tender Offer"), hereby announces thesatisfaction on 8 August 2016 of the condition of the Tender Offerregarding the placing of subscriptions in the Tender Offer for theminimum number of 37,180,026 (thirty-seven million one hundred eightythousand twenty-six) Bank BPH shares carrying at least approximately48.49% of the total number of votes in Bank BPH (the "ConditionConcerning Minimum Number of Shares"). The satisfaction of the ConditionConcerning Minimum Number of Shares means that all the conditions of theTender Offer have been satisfied.

The Condition Concerning Minimum Number of Shares has been satisfied asa result of the placing of subscriptions for the sale of Bank BPH sharesby GE Investments Poland sp. z o.o. and DRB Holdings B.V. pursuant tothe Share Purchase and Demerger Agreement. These subscriptions wereplaced following the satisfaction of the last of the conditionsprecedent of the Share Purchase and Demerger Agreement connected withthe obtaining of all the Polish Financial Supervision Authority'sconsents specified in the Share Purchase and Demerger Agreement, takinginto account the changes in this respect included in the annex to theShare Purchase and Demerger Agreement of 8 August 2016.