MBH Jelzálogbank Nyilvánosan Muködo Reszvenytársaság : Final terms of second tap of MJ29NF01 MBH Covered Bond

MBH Mortgage Bank Co. Plc.' Final Terms of the 2. tap of the MJ29NF01 mortgage bond series to be issued under

the Issuer's 2024-2025 Covered Bond and Senior Unsecured Bond Issuance Programme

Pursuant to the regulation of Board of Directors No. 4/6/2023. (23 December 2023) of the MBH Mortgage Bank Co. Plc's (registration number: 01-10-043638, date of registration: 18 March 1998, head office: 1117 Budapest Magyar Tudósok körútja 9. G. épület, LEI-code: 5299007F4BUUY6S14E44) (hereafter: "Issuer", or "Bank") and after the resolution No. 1/2024. (I.26.) (26.01.2024.) of the General Assembly of MBH, furthermore 2/2024. (01.12.), (12. January 2024) of the Board of Directors of MBH Investment Bank Plc. and the Approval Announcement on 16 January 2024 of the Integration Organization the Issuer launched the HUF 150 billion 2024-2025 Issue Program, under the validity of which, the Issuer will issue, through public offering, different registered type covered mortgage bond and senior unsecured bond series and taps, listed or non-listed on the regulated market operated by the Budapest Stock Exchange (BSE). The Issuer publishes its Base Prospectus on the website of its own and of the BSE the hard copies are available at the selling places.

The number and date of the license granted by the Magyar Nemzeti Bank (MNB) to the Base Prospectus of the Issue Program: H-KE-III-125/2024, 14 March 2024.

Pursuant to the Issue Program referred above the Issuer publicly offers to issue on 09 April 2024 the second tap of MBH Mortgage Covered Bond series MJ29NF01 and MBH Mortgage Bank will initiate to introduce the series into the BSE. The basis of the issue: the resolution No 2/2024 (03.28.)-MBHJ-EFB (28 March 2024) of the Assets/Liabilities Committee.

The decision H-KE-III-533/2022 (12 September 2022) of MNB authorized the Issuer to use the "European Premium Covered Bond" Logo for its mortgage bonds to be issued in the future. This means that the issuer fully complies with the requirements of the European covered bond regulation i.e. the Directive (EU) 2019/2162 of the European Parliament and of the Council and the procedures and practices it uses also ensure that the mortgage bonds it issues meet the enhanced requirements that determine the prudential requirements of European credit institutions. As a result, the issuance of the present covered bond series will also be placed in the premium category.

This document is the Final Terms of the covered mortgage bond series detailed below. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the covered mortgage bonds set forth in the Base Prospectus dated 14 March 2024 (Base Prospectus). This document had been prepared in line with the application of the Regulation (EU) 2017/1129 of the European Parliament and the Council (Prospectus Directive) on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing the Directive 2003/71/EC and in order to get all the relevant information it must be interpreted in conjunction with the Base Prospectus and its Supplements. This Final Terms must be read together with the Base Prospectus. Pursuant to the Article 21 of the Prospectus Directive the Base Prospectus and its Supplements are available on the websites of the Issuer (https://www.mbhmortgagebank.hu/) of the Budapest Stock Exchange (http://www.bet.hu), and the MNB (http://kozzetetelek.mnb.hu/).

1.	Issuer:		MBH Mortgage Bank Co. Plc.
			(MBH Jelzálogbank Nyilvánosan Működő
			Részvénytársaság) 1117 Budapest Magyar Tudósok
			körútja 9. G. épület
2.	i)	Type	Covered Bond
	ii)	Series Number:	3 (Under Issue Program 2023-2024)
	iii)	Tranche Number:	2
3.	Offered volume:	HUF 6,000,000,000
			The Issuer reserves the right to deviate +/- 50% from the
			volume offered or to declare the auction unsuccessful
			depending on the bids received. In case of an
			unsuccessful auction, the total amount of bids will be
			refused.

1

4. Aggregate Nominal Amount:

	(a)	Series:	HUF 14,000,000,000
	(b)	Tranche:	min HUF 3,000,000,000
5.	Specified Currency or Currencies:	HUF
6.	Issue Price (per Mortgage Bond):	Not Applicable
7.	Specified Denominations:	HUF 10,000

8. Number of pieces

	(a) Series:	1,400,000 pieces
	(b) Tranche:	min 300,000 pieces
9.	(a)	Issue Date:	09.04.2024
	(b)	Interest Commencement Date:	22.09.2023
10.	Date of Settlement	11.04.2024
11.	Value Date:	11.04.2024
12	Maturity Date:	23.05.2029
13.	Tenor:		22.09.2023-23.05.2029
14.	Interest Basis:	Fixed interest rate
15 Redemption/Payment Basis:	Redemption at the Specified Denomination
16 Change of Interest Basis or Redemption/	Not Applicable
Payment Basis:
17.Put/Call Options:	Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

18.Fixed Rate Mortgage Bond Provisions

1. Rate(s) of Interest:
2. Interest Payment Date(s):
3. Fixed Coupon Amount per Mortgage Bond:
4. Broken Amount(s):
5. Day Count Fraction:
6. Business Day Convention:
7. Determination Date(s):
8. Party responsible for calculating amounts payable:
9. Compound interest:
10. Other terms relating to the method of calculating interest for Fixed Rate Mortgage Bonds:
11. Gross yield

19 Floating Rate Mortgage Bond Provisions

Applicable

7.50 per cent. per annum payable annually in arrear

23 May in each year up to and including the Maturity Date. On 23 May 2024 HUF (short first coupon) 500 per Specified Denomination

HUF 750 per Specified Denomination

Not Applicable Actual/Actual (ICMA)

Following Business Day Convention 21 May in each year thereafter

Paying Agent MBH Bank Zrt. (1056 Budapest, Váci utca 38.)

4.1393 per cent on 11.04.2024 None

Not Applicable

Not Applicable

20.	Zero Coupon Mortgage Bond Provisions	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
21.	Issuer Call:	Not Applicable
22.	Investor Put:	Not Applicable
23.	Final Redemption Amount:	HUF 10,000 per Specified Denomination

2

24. Early Redemption Amount payable on Condition 5(d) is applicable redemption for taxation reasons or on

event of default and/or the method of calculating the same (if required or if different from that set out in Condition 5(d)):

GENERAL PROVISIONS APPLICABLE TO THE MORTGAGE BONDS

25. Representation of the Mortgage Covered

	Bonds Holders:	None
26.	Additional Financial Centre(s) or other special	Not Applicable
provisions relating to Payment Dates:
27. Details relating to Partly Paid Mortgage Covered	Not Applicable
Bonds: amount of each payment comprising the Issue
Price and date on which each payment is to be made
and consequences of failure to pay, including any right
of the Issuer to forfeit the Mortgage Bonds and
interest due on late payment:
28. Change of denomination	Not Applicable
29.	Other final terms:	Not Applicable
		DISTRIBUTION
30.		If syndicated, names of	Concorde Értékpapír Zrt. 1123 Budapest, Alkotás u. 55-
		Managers:	61.,
			ING Bank N.V.Magyarországi fióktelepe 1068
			Budapest, Dózsa György út 84/b.
			MBH Bank Nyrt. 1056 Budapest, Váci utca 38.,
			MBH Investment Bank 1117 Budapest Magyar Tudósok
			körútja 9. G. épület.
31.		Stabilising Manager (if any):	Not Applicable
32.	Market Makers (best effort/binding)	Concorde Értékpapír Zrt. 1123 Budapest, Alkotás u. 55-
			61., (best effort)
			ING Bank N.V.Magyarországi fióktelepe 1068
			Budapest, Dózsa György út 84/b.(best effort)
			MBH Bank Nyrt. 1056 Budapest, Váci utca 38.,
			(binding)
			MBH Investment Bank 1117 Budapest Magyar Tudósok
			körútja 9. G. épület. (best effort)
33.		Methods of public issuance:	Auction
	(i)	Date of auction/ Subscription:	09.04.2024 10:00 - 11:00 CET (competitive section:
			10:00-10:50;non-competitive section 10:50-11:00)
	(ii) Place of auction/ Subscription:
			Budapest Stock Exchange
	(iii)	Manager:
			MBH Bank Co. 1056 Budapest, Váci utca 38.,
	(iv) Upper limit:	Not applicable
	(v) Lower limit:
			Not applicable. If the Mortgage Covered Bonds offered
			by the Issuer for sale are not purchased because no
			appropriate purchase price is received on the above
			mentioned accounts, the Issuer might decide not to
			issue any bonds. The mode of refunding will be
			discussed under the heading 'Refunding'.
	(vi)	Auction limit/ Subscription price:	Not applicable
	(vii) Auction bid / subscription lower and/or

upper limit:

Not applicable

3

(viii) Method and date of allocation:

Pursuant to the point (Allocation) of the section IV.5.2 (Rules of the auctions) 5.2.1.6 Allocation sub-point of the Base Prospectus of the Issue Program 2024-2025, on 09.04.2024.

1. 1. The ratio of the non-competitive bids and total bids
   2. The ratio of the non-competitive bids and the competitive bids by members of BSE sections:
   3. The maximum volume of the non- competitive bids by members of BSE section:
   4. Date and place of the allocation:
2. Potential investors:
3. Additional selling restrictions:

Not applicable

Not applicable

HUF 200,000,000

09.04.2024 12:30 CET at the websites indicated in the point Notes (47.)

Resident and non-resident natural persons and institutional investors, limited partnerships Not Applicable

PROCEDURE

1. Any clearing system(s) other than KELER and the relevant identification number(s):
2. Delivery:
   38. Effectuation:

1. Other paying Agent(s):
2. Isolated deposit accounts and e-mail address of the Managers:

Not Applicable

DVP

Hungary

Not Applicable

Concorde Értékpapír Zrt. 14400018-12281248- 10060012 e-mail:[e-mail]

ING Bank N.V.Magyarországi fióktelepe 13700016-

00532547-00000000, fax: [phone], email: [e-mail]

MBH Bank Nyrt. 10300002-20191196-70383285, e- mail: [e-mail]

MBH Investment Bank 19017004-00201153e-mail:[e-mail]

MBH Mortgage Bank: 16801680-09013906

41. Disbursements, place of payments:

Pursuant to the point 4. (Disbursements) of the section IV.4.1.4 (Terms and conditions of the covered mortgage bonds and senior unsecured bonds) of the Base Prospectus of the Issue Program 2024-2025.

42. ISIN code:	HU0000653662
43. Ticker code:	MJ29NF01

	GENERAL INFORMATION
44. Use of Proceeds:	The Bank uses the proceeds for the sources for the
	refinancing activity.
45. Market making:	MBH Bank Co. is binding market maker, the other
	Managers are entitled but not obliged to act as a
	4

	market maker for one year from the first day of the
	listing
46. Notices, place of disclosure of information	The Public Offering, the Final Terms, the Base
	Prospectus, an all ordinary and extraordinary notices
	to Investors with respect to the Notes issued through
	a public issue shall be published on the website of the
	Issuer (https://www.mbhmortgagebank.hu/), of the
	NBH (www.kozzetetelek.mnb.hu)and of the BSE
	(www.bse.hu). Pursuant to the Decree of Ministry of
	Finance No. 24/2008 (VIII. 15) the Issuer publishes the
	regulated information at homepages of the media
	called Portfolio. The hard copies of the Base
	Prospectus are available at the selling points.
47. Notes:	The Public Offering, the Final Terms, the Base
	Prospectus, an all ordinary and extraordinary notices
	to Investors with respect to the Notes issued through
	a public issue shall be published on the website of the
	Issuer (https://www.mbhmortgagebank.hu/), of the
	NBH (www.kozzetetelek.mnb.hu)and of the BSE
	(www.bse.hu). Pursuant to the Decree of Ministry of
	Finance No. 24/2008 (VIII. 15) the Issuer publishes the
	regulated information at homepages of the media
	called Portfolio.
48. Governing law:	Hungarian law

OTHER CONDITIONS

49. Listing and admission to trading application:

1. Listing:
2. Listing Agent:

( c) Decision on listing:

50. Rating:

51. Licence:

The Issuer will initiate the listing of the series on the

BSE

Not applicable

Resolution 2/2024(03.28.)-MBHJ-EFB (28.03.2024) of

the Issuer's Asset/Liability Committee (EFB)

The Covered Mortgage Bonds' rating: BBB (S&P) positive outlook.

The BBB is notches lower than AAA, which is the highest rating of S&P, but one notch higher than the lowest investment grade category (BBB-). The BBB rating means adequate security from investors' point of view, however, in an unfavourable economic environment and worsening conditions, the debtor's ability to meet his payment obligations is reduced. The "positive" outlook reflects the rating agency's assessment of the issuer's creditworthiness.

The number and date of the license granted by the National Bank of Hungary (NBH) to publish the Base Prospectus of the Issue Program and the disclosure of

5

1. Interest of the legal and natural persons taking part in the issue
2. Cost of the issuance, and the cost bearer
3. Fees and Costs charged by the Issuer and the Lead Manager / managers and borne by the investors:

55 Estimated net proceeds from the issue

1. Other condition relating to the issuer's contribution under the second subparagraph of Article

1. (1) of the Prospectus Directive and Article 23 (a) of the Implementing Regulation of the Prospectus Directive:

the public issue: H-KE-III-125/2024 14 March 2024.

No. 4/6/2023. (13 December 2023) of Board of Directors of the Issuer, No. 1/2024. (01.26.), (26. January 2024) of the General Assembly of MBH, furthermore No. 2/2024.(01.12.) (12.01.2024.) of the Board of Directors of MBH Investment Bank Plc., and the Approval Announcement on 16 January 2024 of the Integration Organization.

The base of the issue of the second tap series MJ29NF01: the resolution No. 2/2024(03.28.)-MBHJ- EFB (28.03.2024) of the Assets/Liabilities Committee.

Apart from the fees to be paid to the Managers, to the best knowledge of the Issuer, no person has a material interest in the issue

Less, than 1 per cent. of the total volume to be issued. The costs are borne by the MBH Mortgage Bank

Not Applicable

Depending on the net exchange rate me of the issue

Not applicable

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Mortgage Covered Bonds described herein pursuant to the HUF 150,000,000,000 Mortgage Bond and Note Program (2024-2025) of MBH Mortgage Bank Co. Plc. (MBH Jelzálogbank Nyilvánosan Működő Részvénytársaság).

The date of the Statement of the Property Supervisor: 31.03.2024.

Annex: the Summary of the given Issue is available only in the Hungarian version of the Final Terms.

Budapest, 02.04.2024.

MBH Mortgage Bank Co. Plc.

Issuer

6