Bank BPH : Notification from Alior Bank S.A. on exceeding the threshold of 50% of the total number of votes in Bank BPH and on the number of the Bank BPH?s shares purchased under the tender offer

Notification from Alior Bank S.A. on exceeding the threshold of 50% of the total number of votes in Bank BPH and on the number of the Bank BPH?s shares purchased under the tender offer

24 August 2016

Bank BPH S.A. ('Bank BPH') informs that on 24 August 2016 it received from Alior Bank S.A. with its registered office in Warsaw ('Alior Bank') notification on:

(i) Alior Bank exceeding the threshold of 50% of the total number of votes in Bank BPH with its registered office in Gdańsk, required pursuant to Article 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies dated July 29, 2005 (consolidated text: Dz. U. of 2013, item 1382, as amended) (the 'Public Offering Act');

(ii) the number of the Bank BPH's shares purchased under the tender offer for the sale of shares in Bank BPH announced by Alior Bank on July 11, 2016 (the 'Tender Offer'), required pursuant to Article 77 Section 7 of the Public Offering Act.

On August 24, 2016 Alior Bank acquired 46,525,228 shares in Bank BPH, representing 46,525,228 votes at the Bank BPH's general meeting, accounting for approximately 60.68% of the Bank BPH's share capital and vesting the right to exercise approximately 60.68% of the total number of votes in Bank BPH.

As a result, on August 24, 2016 Alior Bank exceeded the threshold of 50% of the total number of votes in Bank BPH.

The acquisition of the said shares in Bank BPH and the exceeding of the aforementioned threshold of the total number of votes in Bank BPH occurred on August 24, 2016 as the result of the settlement of the transactions entered into on August 19, 2016 concerning the purchase of the Bank BPH's shares covered by the subscriptions for the sale placed by the Bank BPH's shareholders in response to the Tender Offer (the 'Tender Offer Settlement').

After the Tender Offer Settlement Alior Bank holds 46,525,228 shares in Bank BPH representing 46,525,228 votes at a general meeting of Bank BPH, accounting for approximately 60.68% of the Bank BPH's share capital and vesting the right to exercise approximately 60.68% of the total number of votes in Bank BPH. The above number of Bank BPH's shares corresponds to the number of shares of Bank BPH acquired by Alior Bank in the course of the Tender Offer, while the aforementioned share in voting rights in Bank BPH corresponds to the share in the total number of votes in Bank BPH reached by Alior Bank as a result of the Tender Offer.

Prior to the Tender Offer Settlement Alior Bank did not hold any shares in Bank BPH.

There are no Alior Bank subsidiaries that hold the Bank BPH shares.

Alior Bank is not party to any agreements on the transfer of the right to exercise the voting right attached to the Bank BPH shares within the meaning of Article 87 Section 1 Item 3 Letter c of the Public Offering Act.

Alior Bank does not hold any financial instruments which after their maturity date entitle or oblige its holder unconditionally to acquire shares, to which rights to vote are attached, already issued by Bank BPH, referred to in Article 69b Section 1 Item 1 of the Public Offering Act.

Alior Bank also does not hold any financial instruments related, directly or indirectly, to Bank BPH's shares that give rise to any economic consequences similar to consequences of the financial instruments specified in the preceding sentence, referred to in Article 69b Section 1 Item 2 of the Public Offering Act.

Due to the fact that Alior Bank does not hold any financial instruments referred to in Article 69b Section 1 Items 1 and 2 of the Public Offering Act, the total number of votes in Bank BPH, as well as the total percentage share in the total number of votes in Bank BPH, referred to in Article 69 Section 4 Item 9 of the Public Offering Act, correspond to the previously indicated number of votes attached to shares of Bank BPH acquired by Alior Bank in the Tender Offer and the previously indicated percentage share in the total number of votes in Bank BPH acquired by Alior Bank as a result of the Tender Offer.