Alior Bank S.A. — M&A Activity 2016

Jul 18, 2016

Changes to the tender offer for the sale of shares of Bank BPH S.A.

The Management Board of Alior Bank S.A. (the "Bank") refers to thecurrent report No. 61/2016 of 11 July 2016 concerning an announcement ofa tender offer to subscribe for the sale of 50,600,821 ordinary bearershares in Bank BPH S.A. ("Bank BPH") authorizing to 66% of the totalnumber of votes in Bank BPH (the "Tender Offer"). The Bank herebyannounces that the certain changes have been made to the Tender Offer,mainly in the following scope:

1) the Tender Offer price is changed to PLN 31.19 (thirty one zlotynineteen groszy) for one share of Bank BPH;

2) the condition concerning the minimum number of shares of Bank BPH tobe subscribed for in the Tender Offer is changed by setting thethreshold at 39,275,408 (thirty nine million two hundred seventy fivethousand four hundred eight) shares of Bank BPH carrying the rights toexercise approximately 51.23% of the total number of votes of Bank BPH.

The change of the Tender Offer price has been caused by a restatement ofthe information regarding the arithmetic average of the average dailyprices weighted by the volume of trade in the period of 6 (six) monthspreceding the Tender Offer announcement, during which the Company'sshares were traded on the Warsaw Stock Exchange main market whichrepresents the floor for the Tender Offer price per share. Withoutrounding, the said average price is PLN 31.1815.

An amended and restated Tender Offer incorporating the above changes isattached to this current report.