Alior Bank S.A. — M&A Activity 2016

Jun 30, 2016

Second notification of the intended demerger of Bank BPH S.A.

The Management Board of Alior Bank S.A. ("Alior Bank"), in reference tocurrent report No. 29/2016 of Alior Bank dated 30 April 2016 and currentreport No. 46/2016 of Alior Bank dated 9 June 2016, acting pursuant toArticle 539 §1 and 2 of the Commercial Companies Code (the "CCC") inconnection with Article 4021 of the CCC, hereby issues the secondnotification about the intended demerger of Bank BPH S.A. ("BPH") to beeffected by way of the transfer of an organised part of the enterpriseof the Bank connected with the pursuit of the Bank's business other thanthe mortgage business to Alior Bank in accordance with the procedurespecified in Art. 529 § 1 item 4 of the CCC (a spin-off) (the"Demerger").

In the Demerger Plan, the following exchange ratio of shares in BPH forshares in Alior Bank was established: for 1 (one) share in BPH, ashareholder of BPH (other than (i) GE Investments Poland sp. z o.o.;(ii) DRB Holdings B.V.; (iii) Selective American Financial Enterprises,Inc. and (iv) entities related to the companies referred to in items (i)- (iii) above) will be granted and allocated 0.44 (forty-fourhundredths) of a share in Alior Bank (the "Share Exchange Ratio"),subject to adjustment related to the dilution of Alior Bank's sharecapital resulting from the rights issue offering planned to be conductedby Alior Bank prior to the Demerger date. The Share Exchange Ratiosubject to the abovementioned adjustment related to the dilution ofAlior Bank's share capital has been established at 0.51 after rounding.

The Demerger Plan was announced and published pursuant to Article 535 §3 of the CCC by being posted on the Alior Bank's website at:www.aliorbank.pl under the bookmark "Banks' merger"(https://www.aliorbank.pl/en/investor-relations/banks-merger.html) on 30April 2016.

Pursuant to Article 540 §3 (1) of the CCC, Alior Bank hereby announcesthat until the completion of the general meetings of the shareholders ofAlior Bank and BPH the agendas of which include the adoption ofresolutions on the Demerger, the shareholders may review the documentsreferred to in Article 540 § 1 of the CCC posted on the Alior Bank'swebsite at: www.aliorbank.pl under the bookmark "Banks' merger"(https://www.aliorbank.pl/en/investor-relations/banks-merger.html).

Legal basis:

Art. 539 §1 and 2 of the CCC, in connection with Article 402(1) of theCCC, Article 56, section 1 point 2 of the Act on Public Offering, theConditions Governing the Introduction of Financial Instruments toOrganised Trading, and Public Companies of 29 July 2005.