Alior Bank S.A. — M&A Activity 2016

Jul 19, 2016

Decision of the Polish Financial Supervision Authority confirming thatthere are no grounds for objection to the acquisition of shares in BankBPH S.A. and other decisions related to a planned acquisition of thecore business of Bank BPH S.A.

The Management Board of Alior Bank S.A. ("Alior Bank"), in reference toAlior Bank's current report No. 14/2016 dated 1 April 2016 on theexecution of a share purchase and demerger agreement regarding theacquisition of the demerged business of Bank BPH S.A. ("Bank BPH") (the"Share Purchase and Demerger Agreement") and current report No. 29/2016dated 30 April 2016, inter alia, on agreeing and signing of the demergerplan of Bank BPH, hereby gives notice of the decision made on 19 July2016 by the Polish Financial Supervision Authority (the "PFSA")confirming that there are no grounds for objection to the intention ofAlior Bank and Powszechny Zakład Ubezpieczeń SA regarding a directacquisition by Alior Bank of the shares in Bank BPH representing morethan 50% of the share capital and the total number of the votes at thegeneral meeting of Bank BPH. The obtaining of the above-mentioneddecision by Alior Bank satisfies the condition set forth in Section 24of the tender offer for the sale of shares in Bank BPH announced byAlior Bank on 11 July 2016 and amended on 18 July 2016.

On 19 July 2016 Alior Bank and Bank BPH obtained also a decision of thePFSA consenting to the demerger of Bank BPH in accordance with theprocedure stipulated in Art. 529 § 1 section 4 of the CommercialCompanies Code (the "Demerger") through the transfer to Alior Bank someproperty of Bank BPH in the form of an organised part of enterprisecomposed of all assets and liabilities of Bank BPH other than so called"Bank BPH mortgage business" covering the portfolio of mortgage loans ofBank BPH (all mortgage loans in PLN and other currencies, granted toindividuals for housing purposes), financial liabilities due to membersof the GE Group and other assets and liabilities related to this loanportfolio and, in addition, a majority shareholding in BPH PBKZarządzanie Fundszami sp. z o.o. (the sole shareholder of BPHTowarzystwo Funduszy Inwestycyjnych S.A.) as well as liabilities of BankBPH related to such entities.

Furthermore, the Management Board of Alior Bank hereby announces that on19 July 2016 it became aware that General Electric Company and GEInvestments Poland sp. z o.o. received on 19 July 2016 a decision of thePFSA stating that there are no grounds to object to the foregoingentities' intention to become parent entities of Bank BPH between thedate on which Alior Bank purchases shares in Bank BPH and the date onwhich the registry court registers the increase of Alior Bank's sharecapital in connection with the Demerger or their intention tosubsequently exceed the threshold of 50% of the total number of thevotes at the general meeting of Bank BPH following the Demerger.

The receipt of the decisions of the PFSA described above constitutes thefulfilment of three of the conditions to the Demerger set out in section3.2 of the Demerger plan.