Bank BPH : Notification from entities of General Electric Company group on a change in the shareholding in Bank BPH and on signing of agreement between shareholders of Bank BPH

Notification from entities of General Electric Company group on a change in the shareholding in Bank BPH and on signing of agreement between shareholders of Bank BPH

26 August 2016

Bank BPH S.A. ('Bank BPH') informs that pursuant to Article 69 section 1 point 2 of the Public Offering Act, the conditions governing the introduction of financial instruments to organised trading, and public companies dated 29 July 2005 (the 'Public Offering Act'), on 26 August 2016 it received from the following entities notification on a change in the shareholding in Bank BPH:

1. GE Investments Poland sp. z o.o., a limited liability company organised and existing under the laws of the Republic of Poland with its registered office in Gdańsk (address: ul. płk. Jana Pałubickiego 6, 80-175 Gdańsk), entered into the Register of Business Entities of the National Court Register kept by the District Court for Gdańsk-Północ in Gdańsk, VII Commercial Division of the National Court Register, under KRS No. 103388 ('GEIP');

2. Selective American Financial Enterprises, LLC, a limited liability company organised and existing under the laws of the state of Delaware, registered under number 2241439, with its principal business office at 901 Main Avenue, Norwalk, CT 06851 ('SAFE');

3. DRB Holdings B.V., a company organised and existing under the laws of the Netherlands with its registered office in Amsterdam (address: Bergschot 69/2, 4817PA Breda, the Netherlands), entered into the commercial register (Kamer van Koophandel) under number 24272907 ('DRB'); and

4. General Electric Company, with its registered office in Fairfield, Connecticut, the United States of America (address: 3135 Easton Turnpike, Fairfield, CT 06828, the United States of America) ('GE');

(the entities listed in points 1-3 above may hereinafter be collectively referred to as the 'GE Shareholders').

Bank BPH was notified that as a result of the settlement of a transaction involving the acquisition of shares in Bank BPH by Alior Bank S.A. ('Alior Bank'), covered by the subscriptions submitted under the tender offer announced by Alior Bank which took place on 24 August 2016 (the 'Transaction'):

1. the direct share that DRB had in the total number of votes at the general meeting of Bank BPH decreased from a 0.29% share in the number of votes to a 0.00% share in the number of votes;

2. the direct share that GEIP had in the total number of votes at the general meeting of Bank BPH decreased from a 83.74% share in the number of votes to a 35.53% share in the number of votes;

3. the indirect share that GE has in the total number of votes at the general meeting of the shareholders of Bank BPH decreased from a 87.23% share in the total number of votes to a 38.74% share in the total number of votes.

Prior to the completion of the Transaction, DRB directly held 221,004 shares in Bank BPH representing a 0.29% interest in Bank BPH and entitling it to exercise 221,004 votes at the general meeting of Bank BPH, which represented 0.29% of the total number of votes at the general meeting of Bank BPH, and GEIP directly held 64,201,140 shares in Bank BPH representing a 83.74% interest in Bank BPH and entitling it to exercise 64,201,140 votes at the general meeting of Bank BPH, which represented 83.74% of the total number of votes at the general meeting of Bank BPH, and SAFE directly held 2,457,642 shares in Bank BPH representing a 3.21% interest in Bank BPH and entitling it to exercise 2,457,642 votes at the general meeting of Bank BPH, which represents 3.21% of the total number of votes at the general meeting of Bank BPH.

All in all, the GE Shareholders held together directly, and GE indirectly, through the GE Shareholders, 66,658,782 shares in Bank BPH representing a 87.23% interest in Bank BPH and entitling them to exercise 66,658,782 votes at the general meeting of Bank BPH, which represented 87.23% of the total number of votes at the general meeting of Bank BPH.

Following the settlement of the Transaction, the GE Shareholders directly hold in aggregate and GE holds indirectly, through the GE Shareholders, 29,699,760 shares in Bank BPH representing a 38.74% interest in Bank BPH entitling them to exercise 29,699,760 votes at the general meeting of Bank BPH, which represents 38.74% of the total number of votes at the general meeting of Bank BPH, given that:

1. GEIP directly holds 27,242,118 shares in Bank BPH representing a 35.53% interest in Bank BPH entitling it to exercise 27,242,118 votes at the general meeting of Bank BPH, which represents 35.53% of the total number of votes at the general meeting of Bank BPH;

2. SAFE, which did not place a subscription order in the Transaction, directly holds 2,457,642 shares in Bank BPH representing a 3.21% interest in Bank BPH entitling it to exercise 2,457,642 votes at the general meeting of Bank BPH, which represents 3.21% of the total number of votes at the general meeting of Bank BPH; and

3. DRB does not hold any shares in Bank BPH.

Moreover, Bank BPH was informed by GE Shareholders and Alior Bank that on 26 August 2016 an agreement as referred to in Article 87 Section 1 Item 5 of the Public Offering Act (the 'Agreement') between Alior Bank and the GE Shareholders entered into force which concerns the acquisition of shares in Bank BPH by requiring all the other shareholders of Bank BPH to sell all of their shares in Bank BPH in accordance with Article 82 of the Public Offering Act (the 'Squeeze-out').

The Agreement entered into force as a result of Alior Bank requesting the GE Shareholders on 25 August 2016 to act in concert with a view to carrying out the Squeeze-out. The content of the Agreement, which entered into force on 26 August 2016, is set forth in the Share Purchase and Demerger Agreement concerning the acquisition by Alior Bank of the core business of Bank BPH entered into on 31 March 2016 by Alior Bank and the GE Shareholders.

Pursuant to the Agreement:

1. Alior Bank shall be a purchaser of shares in Bank BPH under the Squeeze-out;

2. the obligations under the applicable provisions of the Public Offering Act relating to Alior Bank and the GE Shareholders as parties to the Agreement shall be performed on their behalf by Alior Bank.

Prior to the effective date of the Agreement:

1. Alior Bank held 46,525,228 shares in Bank BPH representing 46,525,228 votes at the general meeting of Bank BPH, accounting for approximately 60.68% of the share capital of Bank BPH and carrying the right to exercise approximately 60.68% of the total number of votes in Bank BPH;

2. GEIP held 27,242,118 shares in Bank BPH representing 27,242,118 votes at the general meeting of Bank BPH, accounting for approximately 35.53% of the share capital of Bank BPH and carrying the right to exercise approximately 35.53% of the total number of votes in Bank BPH;

3. SAFE held 2,457,642 shares in Bank BPH representing 2,457,642 votes at the general meeting of Bank BPH, accounting for approximately 3.21% of the share capital of Bank BPH and carrying the right to exercise approximately 3.21% of the total number of votes in Bank BPH; and

4. DRB Holdings did not hold any shares in Bank BPH.

As a result of the entry into force of the Agreement, Alior Bank and the GE Shareholders jointly exceeded the threshold of 90% of the total number of votes at Bank BPH's general meeting.

Following the entry into force of the Agreement Alior Bank and the GE Shareholdes hold jointly 76,224,988 shares in Bank BPH, representing 76,224,988 votes at Bank BPH's general meeting, accounting for approximately 99.42% of Bank BPH's share capital and vesting the right to exercise approximately 99.42% of the total number of votes at Bank BPH's general meeting.

The subsidiaries of the GE Shareholders do not hold any shares in Bank BPH. GE's subsidiaries, other than the GE Shareholders, do not hold any shares in the Company. There are no Alior Bank subsidiaries that hold Bank BPH shares.

Neither the GE Shareholders, GE nor Alior Bank are a party to any agreement as specified in Article 87 section 1 point 3(c) of the Public Offering Act, i.e. an agreement on the transfer of the right to exercise voting rights.

Neither the GE Shareholders, GE nor Alior Bank hold any financial instruments which after their maturity date entitle or require the holder thereof to unconditionally acquire shares to which rights to vote are attached and have already been issued by Bank BPH, as referred to in Article 69b Section 1 point 1 of the Public Offering Act.

Neither the GE Shareholders, GE nor Alior Bank hold any financial instruments related, directly or indirectly, to Bank BPH's shares which could give rise to any economic consequences similar to the consequences of the financial instruments specified in the preceding sentence and as referred to in Article 69b Section 1 point 2 of the Public Offering Act.

Due to the fact that Alior Bank and the GE Shareholder do not hold any financial instruments referred to in Article 69b Section 1 points 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 held jointly by Alior Bank and the GE Shareholders as a result of the Agreement coming into force and the previously indicated percentage share in the total number of votes in Bank BPH held jointly by Alior Bank and the GE Shareholders as a result of the Agreement coming into force.