Alior Bank S.A. — Share Issue/Capital Change 2016

Apr 6, 2016

Standby Underwriting Agreement regarding the planned public rightsoffering of new shares in Alior Bank

Pursuant to Article 56 Section 1 item 1 of the Act of 29 July 2005 onPublic Offering, Conditions Governing the Introduction of FinancialInstruments to Organized Trading, and Public Companies (the "PublicOffering Act") and in connection with the current report no. 14/2016published by the Alior Bank S.A. (the "Bank") on 1 April 2016 (the"Report on the Core Bank BPH S.A. Acquisition Transaction") and thecurrent report no. 16/2016 published by the Bank on 6 April 2016 (the"Report on Convening the EGM"), the Management Board of the Bank herebyannounces that on 6 April 2016 the Bank entered into a standbyunderwriting agreement (the "Standby Underwriting Agreement") with BankZachodni WBK Spółka Akcyjna ("BZWBK"), Goldman Sachs International("GS") and J.P. Morgan Securities plc. ("JPMorgan") (collectively the"Underwriters").

In the Standby Underwriting Agreement, the Underwriters have agreed,subject to the conditions specified in the Standby UnderwritingAgreement, to underwrite a capital increase of up to c. PLN 1,645million by way of purchasing new shares in the Bank in a public rightsoffering (the "Rights Offering") conducted pursuant to a futureresolution of the general meeting of the Bank approving the RightsOffering, whose draft was published as an attachment to the Report onConvening the EGM (the "Underwriters' Commitment"). The Underwriters'Commitment has been split equally between BZWBK, GS and JPMorgan.

On the basis of and subject to the terms and conditions of the StandbyUnderwriting Agreement the Bank may enter into the underwritingagreement with the Underwriters.

The Standby Underwriting Agreement contains, inter alia, the followingconditions precedent to the performance of the Underwriters' Commitment:(i) Powszechny Zakład Ubezpieczeń S.A. having issued the support letterreferred to in the Report on the Core Bank BPH S.A. AcquisitionTransaction (which took place on 31 March 2016), (ii) the Bank havingobtained all necessary shareholders' meeting resolutions and otherapplicable approvals and consents for the Rights Offering, and (iii) theissue prospectus related to the Rights Offering being published.

In the Standby Underwriting Agreement the Bank agreed that, within theperiod of 180 days from the receipt of the proceeds from the RightsOffering, without prior written consent of the Underwriters, it willnot, inter alia, issue, offer, sell, contract to sell, pledge orotherwise dispose of any shares of the Bank or securities convertible,exchangeable or exercisable for or into the shares of the Bank orwarrants or other rights to purchase shares of the Bank or othersecurities whose value is determined by reference to the price of theunderlying securities, including equity swaps, forward sales andoptions, except for the issuance of new shares to the minorityshareholders of Bank BPH S.A. in connection with the demerger of BankBPH S.A. (if applicable) and except for certain other situations set outin the Standby Underwriting Agreement.

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 informational purposes only and under nocircumstances shall constitute an offer or invitation to make an offer,or form the basis for a decision, to invest in the securities of AliorBank S.A. (the "Company" or "Alior Bank"). This material does notconstitute marketing or advertising material within the meaning of Art.53 of the Act on Public Offerings, the Conditions for IntroducingFinancial Instruments to an Organized Trading System, and PublicCompanies. The Company intends to file with the Polish FinancialSupervision Authority (the "PFSA") a motion for the approval of aprospectus (the "Prospectus") which will be the sole legally bindingdocument containing information about the Company and the publicoffering of its shares in Poland (the "Offering"). The Company will makethe Prospectus available pursuant to applicable law.

The Company's securities have not been and will not be registered underthe U.S. Securities Act of 1933, as amended (the "Securities Act"), andmay not be offered or sold in the United States, unless registered underthe Securities Act or unless an exemption from the registrationrequirements set forth in the Securities Act applies to them. No publicoffering of the securities will be made in the United States and theCompany does not intend to make any such registration under theSecurities Act.

This material does not constitute a recommendation within the meaning ofthe Regulation 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. which is authorised and regulated by The PolishFinancial Supervision Authority in Poland and Goldman SachsInternational and J.P. Morgan Securities plc each of which is authorisedby the Prudential Regulation Authority and regulated by the FinancialConduct Authority and the Prudential Regulation Authority in the UnitedKingdom (collectively the "Underwriters"), are acting exclusively forthe Company and no-one else in connection with the Offering. They willnot regard any other person as their respective clients in relation tothe Offering and will not be responsible to anyone other than theCompany for providing the protections afforded to their respectiveclients, nor for providing advice in connection with the Offering or anyother matter, transaction or arrangement 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 Company, Bank BHP,Core BHP or their respective subsidiaries or associated companies,whether written, 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.

Statements contained herein may constitute "forward-looking statements".Forward-looking statements are generally identifiable by the use of thewords "may", "will", "should", "aim", "plan", "expect", "anticipate","estimate", "believe", "intend", "project", "goal" or "target" or thenegative of these words or other variations on these words or comparableterminology.

Forward-looking statements involve a number of known and unknown risks,uncertainties and other factors that could cause the Company's or itsindustry's actual results, levels of activity, performance orachievements to be materially different from any future results, levelsof activity, performance or achievements expressed or implied by suchforward-looking statements. The Company does not undertake publicly toupdate or revise any forward-looking statement that may be made herein,whether as a result of new information, future events or otherwise.

Neither the Company nor any of its subsidiaries, professional advisorsor any other related entities shall be held accountable for any damagesresulting from the use of this material or part thereof, or its contentsor in any other manner in connection with this material.