Alior Bank S.A. Equity Investment

complete

EBRD is considering an equity investment up to PLN 320 million for no more than 10% (minus 1 share) stake in Alior Bank S.A. (“Alior” or the “bank”) by participating in its planned initial public offering (IPO) on the Warsaw Stock Exchange (WSE). Alior aims to raise up to PLN 700 million of new capital as part of the offering of new and existing shares to domestic and international investors. The proposed investment will contribute to a full transition of Alior from a bank privately held by a controlling shareholder into a listed company with a broad shareholder base of institutional and domestic retail investors through an IPO on the WSE while providing new equity capital for an innovative and fast growing bank in Poland. Categorised FI The main transition rationale for the EBRD’s involvement is to: 1. Support development of the local currency capital market: ownership transition and creation of stable high-quality shareholder base for the long term; 2. Set standards for corporate governance and business conduct; and 3. Demonstration of new banking products (innovation). Alior is a universal middle-sized Polish bank providing a full range of products and services mainly for individual customers and SMEs. As of 30 September 2012, it had total assets of PLN17.8bn and total equity of PLN1.45bn and in the first 9 months of 2012 generated a net profit of PLN223m. The bank started its operations in 2008 and ranked 16th in Poland by total assets in 2011 according to data from the Polish Financial Supervision Commission. Equity investment up to Polish Zloty 320 million for no more than 10% (minus 1 share) of the share capital and voting rights of Alior following the IPO subject to certain conditions. Up to PLN 2,546 million including PLN 700 million in primary shares. Alior will be required to comply with EBRD’s Performance Requirements for Financial Institutions: PR 2 (Labour and Working Conditions) and PR 9 (Financial Intermediaries). The bank will be required to adopt and implement EBRD Environmental and Social Procedures for Corporate Lending and submit an annual environmental and social report (AESR) to EBRD. None.