Alior Bank S.A. — M&A Activity 2016

Jun 24, 2016

Satisfying a condition precedent to the share purchase and demergeragreement concerning the acquisition of the demerged business of BankBPH S.A.

In relation to the current report of Alior Bank S.A. (the "Bank") No.14/2016 of 1 April 2016, the Management Board of the Bank hereby givesnotice that on 24 June 2016, it acknowledged information on issuing bythe President of the Polish Office of Competition and ConsumerProtection on 23 June 2016 a consent without conditions forconcentration consisting on acquisition of organized part of theproperty of Bank BPH S.A. by the Bank.

Obtaining the consent of the President of the Polish Office ofCompetition and Consumer Protection constitutes the satisfaction of oneof the conditions of the share purchase and demerger agreementconcerning the acquisition of the demerged business of Bank BPH S.A. of31 March 2016, executed between the Bank and GE Investments Poland sp. zo.o., DRB Holdings B.V. and Selective American Financial Enterprises,LLC (the "Agreement"). The Management Board informed about theconclusion of the Agreement and its conditions in the current report No.14/2016 of 1 April 2016. The Management Board of the Bank will announcethe satisfaction of the other remaining conditions precedent stipulatedin the Agreement in separate current reports.

Legal basis:

§ 5 Section 1 Item 4 of the Ordinance of the Minister of Finance of 19February 2009 on current and periodic information provided by issuers ofsecurities and on conditions under which information required by legalregulations of a non-member state may be recognized as equivalent.

Disclaimer:

Not for release, publication or distribution, directly or indirectly, inor into the United States of America, Australia, Canada, Japan or anyother jurisdiction where to do so would constitute a violation of therelevant laws or regulations of such jurisdiction.

This material is for promotional and informational purposes only andunder no circumstances shall constitute an offer or invitation to makean offer, or form the basis for a decision, to invest in the securitiesof Alior Bank S.A. (the "Bank"). The prospectus (the "Prospectus")prepared in connection with the offering and admission of the Bank'sshares to trading on the Warsaw Stock Exchange is the sole legallybinding document containing information about the Bank and the offeringof its shares in Poland (the "Offering"). The Prospectus was approved bythe Polish Financial Supervision Authority on 18 May 2016. For thepurposes of the Offering in Poland and admission of the Bank's shares totrading on the Warsaw Stock Exchange, the Bank made the Prospectusavailable on the Bank's website www.aliorbank.pl.

The Bank's securities have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), and maynot be offered or sold in the United States, unless registered under theSecurities Act or unless an exemption from the registration requirementsset forth in the Securities Act applies to them. No public offering ofthe securities will be made in the United States and the Bank does notintend to make any such registration under the Securities Act.

This material does not constitute a recommendation within the meaning ofthe Ordinance of the Polish Minister of Finance Regarding InformationConstituting Recommendations Concerning Financial Instruments or IssuersThereof of 19 October 2005.

In the United Kingdom, this material is being distributed only to and isdirected only at "qualified investors" within the meaning of section 86of the Financial Services and Markets Act 2000 who are (a) persons whohave professional experience in matters relating to investments fallingwithin the definition of "investment professionals" in Article 19(5) ofthe Financial Services and Markets Act 2000 (Financial Promotion) Order2005 (the "Order"), (b) high net worth entities falling within Article49(2)(a) to (d) of the Order and (c) other persons to whom it may belawfully communicated (all such persons together being referred to as"relevant persons"). The securities will be available only to, and anyinvitation, offer or agreement to subscribe, purchase or otherwiseacquire such securities will be only with, relevant persons. Any personwho is not a relevant person should not act or rely on this material orany of its contents.

Bank Zachodni WBK S.A. and Powszechna Kasa Oszczędności Bank Polski S.A.Oddział - Dom Maklerski PKO Banku Polskiego w Warszawie hold licensesand are regulated by the Polish Financial Supervision Authority inPoland and Goldman Sachs International and J.P. Morgan Securities plceach of which is authorized by the Prudential Regulation Authority andregulated by the Financial Conduct Authority and the PrudentialRegulation Authority in the United Kingdom (collectively the"Underwriters"), are acting exclusively for the Bank and no-one else inconnection with the Offering. They will not regard any other person astheir respective clients in relation to the Offering and will not beresponsible to anyone other than the Bank for providing the protectionsafforded to their respective clients, nor for providing advice inconnection with the Offering or any other matter, transaction orarrangement referred to herein.

None of the Underwriters or any of their respective directors, officers,employees, advisers or agents accepts any responsibility or liabilitywhatsoever for/or makes any representation or warranty, express orimplied, as to the truth, accuracy or completeness of the information inthis material (or whether any information has been omitted from thematerial) or any other information relating to the Bank, Bank BHP, CoreBHP or their respective subsidiaries or associated companies, whetherwritten, oral or in a visual or electronic form, and howsoevertransmitted or made available or for any loss howsoever arising from anyuse of this material or its contents or otherwise arising in connectiontherewith.