MBH Jelzálogbank Nyilvánosan Muködo Reszvenytársaság : Mortgage Bank Co. Plc. Responsible Corporate Governance Report for 2023

MBH Jelzálogbank Nyilvánosan Működő Részvénytársaság

Responsible Corporate Governance Report

for 2023

24 April 2024

RESPONSIBLE CORPORATE GOVERNANCE REPORT

Declaration on Responsible Corporate Governance Practices	3
1	Description of the Operation of the Board of Directors and the Sharing of Responsibility and Tasks Between the
Board of Directors and the Management Team	3
2	The members of the Board of Directors, the Supervisory Board and the Management Team	4
	2.1 Board of Directors	4
	2.2 Supervisory Board	7
	2.3 The Company's Management Team	9
3	Description of the Work Performed by the Board of Directors, the Supervisory Board and their Committees	9
	3.1 Description of the Board of Directors' Activities in 2023	9
	3.1.1 A summary of the tasks carried out by the Board of Directors	9
	3.1.2 The Board of Directors' Cooperation with Other Organisations	10
	3.2 Description of the Supervisory Board' Activities in 2023	10
	3.2.1 A summary of the tasks carried out by the Supervisory Board	10
	3.2.2 The Operation of the Supervisory Board	11
	3.2.3 The Supervisory Board's Cooperation with Other Organisations	11
	3.3 Description of the Audit Committee' activities in 2023	11
	3.4 The Committee Operating with the Participation of Supervisory Board Members as Specified in the Hpt	12
	3.4.1 Nomination Committee	12
4	Description of the Systemz of Internal Control Mechanisms and their Operation in 2023	13

The system of internal control mechanisms was implemented and operated in 2023 in accordance with the provisions of the

applicable legal regulations, the Responsible Corporate Governance Recommendations of Budapesti Értéktőzsde Zrt. and MNB Recommendation 12/2022. (VIII.11.) establishment and operation of internal lines of defence, the management and control functions of financial institutions. The system of internal controls contains the elements of responsible internal

management, risk management, the compliance assurance function, control mechanisms integrated in work processes as an
element of the internal control system, management control and the independent internal audit function	13
In the context of responsible corporate governance the Company's management team coordinates the activities of the
organisational units constituting elements of the control functions, gathers information on the observance of, and compliance
with, the basic principles and causes the various control functions to report on their activities and integrates their findings and
experience in its decisions	13
Changes in the compliance assurance function within the internal lines of defence, in 2023	13
The Compliance and Data Protection Department of the Group Leader MBH Bank - now called Compliance and Money
Laundering Prevention according to the organisational and operational rules (OOR), amended as of 1 December 2023 -
comprises the following specific functional areas:	13
1) Capital market, DDC and sanctions compliance	13
2) General compliance	13
3) Money laundering prevention monitoring	13
4.1. A Summary of the Risk Management Principles	13
4.2 Risk Management Organisation	14
4.3 Control, Feedeback	14
4.4 The Auditor's Activities	18
5 Presenting the Company's Disclosure Policy and Insider Trading Policy	18
5.1 The Company's Disclosure Principles	18
5.2 The Company's Insider Trading Policy	19
6 Methods of Practising Shareholder Rights and the Rules on the Conduct of of the General Meetings	19
6.1 1.5 Rules on the Exercise of Shareholders' Rights	19
6.2 A Summary of the Rules Governing the Conduct of a General Meeting	20
Declaration on compliance with Recommendations on Responsible Corporate Governance	22

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Declaration on Responsible Corporate Governance Practices

1 Description of the Operation of the Board of Directors and the Sharing of Responsibility and Tasks Between the Board of Directors and the Management Team

The Board of Directors is the Company's legal representative and executive body, representing the Company towards third persons and before courts and other authorities, managing and directing the Company's business activities and financial management, making sure that the requisites for successful operation are available.

The organisation and operation of the Board of Directors is regulated by its Articles of Association and the Rules of Procedure of the Board of Directors. The Rules of Procedure of the Board of Directors are established by the Board of Directors. The Articles of Association is accessible on the Company's official website at (www.mbhjelzalogbank.hu).

The Board of Directors consists of at least three and not more than nine M embers. The M embers of the Board of Directors are elected by the General M eeting for a definite term of maximum five years. Of the M embers of the Board of Directors the Company's Chief Executive Officer and his deputy/deputies were, Pursuant to Act CCXXXVII of 2013 on Credit Institutions and Financial Enterprises (Hpt.) and the Articles of Association, were continuously employed by the Company (internal M embers of the Board of Directors) in 2023.

The M embers of the Board of Directors are - in accordance with the rules of the civil law - liable towards the Company for any damage or loss caused to the Company by breaching any applicable legal regulation, the Articles of Association, any resolution adopted by the General M eeting or their respective obligations. The board bears joint and several liability for any damage or loss caused as described above. If the damage or loss was caused by a resolution adopted by the Board of Directors, any M ember of the Board of Directors who did not participate in the adoption of the decision or voted against the resolution concerned - and notifies this fact in writing to the Supervisory Board within fifteen days of the adoption of the resolution - is exempt from the liability.

The Board of Directors makes its decisions objectively, in view of the interests of all of the shareholders, seeking independence from the influence of management and/or any specific shareholder. M embers of the Board of Directors may not, in their capacity as such, be bound by any mandatory instructions from any of the Company's shareholders or from their employer.

In 2023 the Board of Directors carried out its activities on the basis of an annual work plan. The Board of Directors meets as often as necessary but at least once every three months. It discusses the matters referred to it on the basis of written proposals. The Board of Directors makes its decisions in writing - in view of the proposed resolution submitted by its proponent - in the form of resolutions. The proposals and the related proposed resolutions are prepared by the management team for the Board of Directors. Responsibility for the soundness of the content of a proposal lies with the head of the organisational unit which drafted the proposal, together with the Deputy Chief

Executive Officer exercising the power of professional supervision or, in the absence of such, the Chief Executive Officer exercising the power of professional supervision. The M embers of the Board of Directors receive written

invitations to the meetings of Board - specifying the date and time, and the agenda, of the meeting - together with the written proposed resolutions.

A meeting of the Board of Directors has a quorum if it is attended by at least half of the BoD M embers. The Board of Directors adopts its resolutions - with the exception of cases specified in its Rules of Procedure - by simple majority of votes, cast by open ballot. A Board M ember who is personally involved in any way in the matter bein g discussed may not take part in the adoption of a resolution on the matter. The Chair of the Board of Directors orders a secret ballot at the request of any Board M ember.

In urgent cases the Board of Directors may adopt valid resolutions by telephone, fax, electronic communication and other similar ways if the Company - at least electronically - delivers to the M embers of the Board of Directors the

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written proposal concerning the matter on which a decision is to be made and more than half of the members send their votes to the Company in writing, within the time limit set for this purpose.

The Chair of the Supervisory Board - or the Supervisory Board M ember designated by him or her - participates in the meeting of the Board of Directors as a permanent invitee. The Chair of the Board of Directors may invite the Company's auditor, asset controller and any other person to take part in a Board meeting, in an advisory capacity . The supervisor, in charge of the supervision of the Company, of the M agyar Nemzeti Bank acting in its scope of duties relating to the supervision of the financial intermediary system (when referred to as a supervisory body, hereinafter: "Supervision") and the representatives of M BH Befektetési Bank Zrt. and the Central Organisation of Integrated Credit Institutions, were invited to every meeting of the Board of Directors.

The Chair of the Board of Directors is elected by the General M eeting. The work of the Board of Directors is managed by its Chair. The tasks of the Chair are carried out by the M ember of the Board of Directors appointed by the Chair when he is prevented for carrying out his or her tasks.

The scope of duties and powers of the Board of Directors are specified in detail in the Articles of Association and the Board of Directors' Rules of Procedure. Included among the powers of the Board of Directors are those relating to the Company's strategy, business and financial activities, scope of duties and powers relating to the Company's operation and organisation, powers relating to capital increases and Treasury shares, rights relating to the representation of the Company and powers linked to the Board of Directors' own operation.

The Company's management team - the Company's top management - performed its activity in 2023 in the following composition: Chief Executive Officer, Deputy Chief Executive Officer. The rights of the employer are exercised in relation to the management team members by the Board of Directors, through the Chair of the Board of Directors.

The Chief Executive Officer is an employee of the Company, its employee in the highest senior management position. The Chief Executive Officer manages and controls the Company's daily operational activities under an employment relationship, and performs his tasks relating to his mandate as a M ember of the Board of Directors under a corporate legal relationship. Accordingly, his employment relationship is governed by the provisions of the Labour Code, while his election M ember of the Board of Directors, and his membership of the same, are regulated by the provisions of the Hpt. and the Civil Code.

The tasks are shared between the Board of Directors and the Chief Executive Officer in such a way that the Company's daily work is managed by the Chief Executive Officer within the limits of the applicable statutory regulations and the Articles of Association and in accordance with the resolutions adopted by the General M eeting and the Board of Directors. The Chief Executive Officer has the power to make decisions on all matters that are not assigned to the General M eeting's or the Board of Directors' exclusive scope of power. The Chief Executive Officer regularly informs the Board of Directors, and between meetings the Chair of the Board of Directors, about matters relating to the Company's operation. This division of tasks does not affect the statutory responsibilities of the Board of Directors or the M embers of the Board of Directors.

The Chief Executive Officer exercises the rights of the employer over the Company's employees, with the exception of Chief Executive Officer. The division of tasks between, and the powers of, the Chief Executive Officer and the Deputy Chief Executive Officer are laid down in the Company's Organisational and Operational Rules, whose modifications resulting in major organisational changes are part of the Board of Directors' powers.

2 The members of the Board of Directors, the Supervisory Board and the Management Team

2.1 Board of Directors

In 2023 the Company's Board of Directors was made up of the following persons:

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External, independent Members without any legal relationship with the Company other than their membership relationships:

József Vida - M ember of the Board of Directors since 30 November 2016, its Chair of the Board of Directors since 5 December 2016.

He is an economist who obtained diplomas and qualifications from multiple universities and colleges, including the

Budapest University of Economics, the Pécs University of Sciences, the Szent István University and the French

Université Paris-Nanterre, in fields of IT, economics and law.

His banking career started at Citibank Zrt. in 1999. In 2003 he left his position of Head of Department of M agyar Takarékszövetkezeti Bank for the Active Business Line Director position of Szentgál és Vidéke Takarékszövetkezet, where he worked from 2006 as an executive officer and later as Chairman and Executive Officer.

It was under his management that B3 TAKARÉK Szövetkezet was established on 1 September 2015 through the fusion of ten savings cooperatives. In 2014 he was awarded the Count Sándor Károlyi memorial plaque for his

outstanding work in the promotion	of savings cooperatives' integration. He played a dominant role in the process
of savings cooperatives' integration	and in ensuring the competitiveness and long term future of the Takarék Group.

It was under his management that the former FHB Group was integrated into the Takarék Group and that twelve regional credit institutions were created through the fusion of fifty two savings cooperatives in 2017, to ultimately merge into a single nationwide universal commercial bank in two stages in 2019. Up to 30 October 2020 he worked as Chairman and Chief Executive Officer of M agyar Bankholding Zrt, while up to 31 December 2021 as Chairman and Chief Executive Officer of M TB Zrt.

In June 2021 he was appointed Vice Chairman of the Board of Trustees of Testnevelési Egyetemért Alapítvány, the foundation maintaining the University of Physical Education, while in July 2021 he became Chairman of the

foundation called Jövő Nemzedék Földje Alapítvány, manager of the State Stud-Farm Estate of M ezöhegyes. He was M ember of the Board of Directors of M KIF Infrastruktúra Üzemeltető Zrt. and that of M KIF M agyar Koncessziós Infrastruktúra Fejlesztő Zrt. from July 2022. In M arch 2023 he was appointed Chief Executive Officer of Abraham Goldmann Bizalmi Vagyonkezelő Zrt. and in the same month he was appointed Chairman of the Board of Directors of Volánbusz Zrt - until November 2023 - and then from December 2023 he became M ember of the Board of

Directors of Volánbusz Zrt and that of M ÁV-Start Zrt. In M arch 2024 he was appointed M ember of CONCORDIA

Közraktár Zrt's Supervisory Board.

He is also engaged in farming activities, breeding race horses, and holds managerial positions in a variety of social organisations: he is Chairman of the Hungarian Alliance of Associations of Hungarian Dog Breeders and has been member of the board of trustees of the public interest asset management foundation performing public duty, the maintainer of the University of Physical Education.

Ildikó Ginzer - M ember of the Board of Directors since 3 December 2021

She attended the Budapest Corvinus University where she obtained master degrees in corporate finances and

teacher of business administration. She started her professional career in the banking sector; between 2004 and 2016 she forked for Raiffeisen Bank first as a business manager in the structured and project financing division and

later as a risk officer in the corporate intensive management division, participating in the development of the strategies and processes of these areas. She acquired international experience as strategic and business development consultant at Borealis AG, where she was responsible for a number of acquisition projects involving petrochemical companies. At the end of 2016 she joined M KB Bank - a predecessor member bank of M BH Bank

• as Deputy Chief Risk Officer, where she was responsible for the Bank's retail and corporate risk management function and its receivable management division. From 2019 she was Deputy Chief Executive Officer for Business in the retail, corporate, Treasury and leasing divisions and from M ay 2023 she was appointed M BH Bank's Deputy
  Chief Executive Officer for Standard Services. She is a M ember of CIG Pannónia Nyrt's Supervisory Board, Euroleasing's Board of Directors and Chairwoman of M BH Alapkezelő's Supervisory Board. Since 21 June 2023 she has been M ember of M BH Befektetési Bank Zrt's Board of Directors.

Dr. Ilona Török - M ember of the Board of Directors since 14 November 2022

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Dr. Ilona Török has more than twenty years of banking experience. Her career took off at the Hungarian Financial Supervisory Authority where she acquired legal and financial experience in a variety of divisions and was later appointed head of the Directorate for Licensing and Legal Enforcement. Between 2010 and 2021 she held various positions at OTP Bank in the capital market and Treasury divisions and thereafter she was appointed to a managerial position of Corporate Governance, while at the same time she was member of managing bodies of various domestic and foreign subsidiaries of the OTP Group. She headed the Cabinet Office of M KB Bank's Chairman and Chief Executive Officer from M arch 2021. From November 2021 she held the same position at M agyar Bankholding and its member banks. In September 2022 she was appointed member of M KB Bank Nyrt's Supervisory Board. Since M ay 2023 she has, as the Head of the Cabinet of M BH Bank's Chairman and Chief Executive Officer, been coordinating the Bank's prudential compliance and managing central areas such as legal and governance, compliance and prevention of money laundering, internal audit, bank security, marketing, events and protocol, international and banking relations, acquisition and credit institutional group governance. She has been M ember of M BH Befektetési Bank's Board of Directors since June 2023.

Szabolcs Károly Brezina - M ember of the Board of Directors since 9 December 2022

He obtained his diploma in economics in 1998 at IBS - Oxford Brookes University. He started his professional career in 1997 at Kereskedelmi és Hitelbank. Between 2001 and 2003 he worked in Switzerland as an interdealer broker for Continental Capital M arkets. From 2003 until 2010 he was director of Takarékbank Zrt's M oney and Capital M arketdivision. For three years thereafter he participated in the bank's management as M anaging Director and M ember of the Board of Directors, and from 2013 as General Deputy Chief Executive Officer. He also held was also Chairman of the Supervisory Board of Takarék Alapkezelő during that period. From 2015 he worked for four years as M anaging Director, and M ember of the Board of Directors, of Duna Takarék Bank Zrt.. He returned to Takarékbank in 2019 and since 9 June he has been Chief Executive Officer, and M ember of the Board of Directors of M BH Befektetési Bank Zrt..

Gábor Kalenyák - M ember of the Board of Directors between 19 December 2022 and 31 December 2023

He joined the bank group in 2018 and worked as M anaging Director of Enterprise Risk M anegement, while beforehand he dealt with strategy in the financial area, data warehouse risk management and the introduction of the IFRS9 impairment regime. Before joining the bank group he worked as risk officer in various positions for Erste Group in Austria, Hungary and Slovakia and then he also held risk officer positions in the European region of the international insurance companies M unich RE - Ergo Versicherung. He conducted studies in Switzerland, Austria and Hungary and holds qualifications in mathematics and economics. He resigned his Board of Directors' membership with effect from 31 December 2023.

Internal Members of the Board of Directors - employed by the Company:

Dr. Gyula László Nagy, Chief Executive Officer - M ember of the Board of Directors since 26 April 2017

He took his degree in foreign trade from the Budapest University of Economics in 1976, after which he obtained a university doctoral degree as a specialist economist and in economic sciences, in 1981. After completing a postgraduate real estate expert training at Nottingham Trent University and the Budapest University of Technology and Economics he obtained an M SC degree in 2006. From 1977 he worked as head of the exports department of the power meter factory Ganz Árammérőgyár. From 1987 he worked as dealer for Unicbank Rt. and from 1989 as head of department of large corporate partner relations at Citibank Hungary Rt.. Between 1991 and 1995 he was M anaging Director of the Corporate Division of BNP-Dresdner Bank Rt.. Between 1995 and 1999 he headed the corporate division of HVB Bank Hungary Rt.. Between 1999 and 2001 he was Deputy Chief Executive Officer, and M ember of the Board of Directors, of HVB Bank Hungary Rt., and between 2001 and 2007 he was Chief Executive Officer of Unicredit Jelzálogbank Zrt.. From October 2007 on he headed the Independent Partner Refinancing and Integration Department of FHB Nyrt., where he managed the FHB Group's refinancing activity. From 26 April 2017 he was Chief Executive Officer of FHB Jelzálogbank Nyrt., later that of Takarék Jelzálogbank Nyrt. and now he is

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Chief Executive Officer of M BH Jelzálogbank Nyrt.. He is a real estate expert with a master's degree, Chairman of the European M ortgage Federation's Research & Data Committee and member of its Executive Committee.

He is Chairman of the Supervisory Board of the Hungarian Windsurfing Association, as a social responsibility.

Illés Tóth Deputy Chief Executive Officer - M ember of the Board of Directors since 1 December 2022

He has been head of the Capital M arket Department of Takarék Jelzálogbank Nyrt., has been responsible for the

mortgage bond issue activity of the mortgage bank, credit rating management and investor relations since 2019. Since 2020 he has been actively involved in implementing the sustainability strategy of the mortgage bank, the drafting of the sustainability report and in managing the Green Covered Bond Framework. Prior to his position as head of the Capital M arketDepartment, he worked as senior capital market expert of the mortgage bank between 2015 and 2019. Between 2008 and 2015, he first assumed a senior position at the Treasury department of Unicredit Jelzálogbank, then carried out ALM and liquidity management duties related to mortgage banking, and mortgage bond issue management related duties as head of the department. In 2015 he worked briefly as senior expert in managing liquidity risks at the market risk management department of Raiffeisen Bank. Between 2000 and 2008, he worked as bond market analyst at the emergent market analysis office of DZ BANK, operating in Budapest in an outsourced form. He received his degree in economics in 2000 at the College of Finance and Accounting in the field of finance/banking.

Changes in the membership of the Board of Directors in 2023:

Gábor Kalenyák resigned his Board of Directors' membership with effect from 31 December 2023.

2.2 Supervisory Board

In 2023 the Company's Supervisory Board was made up of the following persons:

Dr. Géza Károly Láng - Chairman of the Supervisory Board since 5 August 2022

He obtained his law degree from Pázmány Péter Catholic University in 2002, and after passing the bar examination and qualifying as an insurance lawyer, he qualified as a competition lawyer in 2012. He spent 16 years in the

insurance sector in various positions, and since 2019 he has been Deputy State Secretary for National Financial Services and Postal Affairs at the Prime M inister's Office. Since 2023 he has been Deputy State Secretary for State Assets and Postal Affairs at the M inistry of National Economy. Between April and August 2022, he was a M ember of the Board of Directors of M KB Bank Nyrt. and M agyar Bankholding Zrt. Since September 2022 he was M ember of the Supervisory Board of M KB Bank. He is a M ember of the Supervisory Board of M agyar Bankholding Zrt. Since M ay 2023 he has been M ember of M BH Bank's Supervisory Board.

Dr. Éva Szilvia Gödör - M ember of the Supervisory Board of the since 1 August 2018

She is an attorney, head of the law office called Dr. Gödör Ügyvédi Iroda. She received her diploma in law at the Faculty of Law and Political Science at Eötvös Loránd University in 2002 and passed the professional examination

in law in 2006. During her years as a trainee lawyer she dealt with civil and criminal cases; thereafter she focused her professional attention to civil law. She has been working as an attorney-at-law. She established her law office in 2012 which has, from the very beginning, been providing services primarily in support of the activities of several participants of the domestic financial sector, and their subsidiaries. She specialises in real estate transactions, real estate investments, corporate law, financing, receivables management, operational support for financial institutions, mergers, acquisitions, due diligence, project support and procedures relating to civil society organisations. She has been member of the Supervisory Board of OPUS GLOBAL Nyrt. since April 2018.

Péter Darazsacz - M ember of the Supervisory Board between 3 January 2022 and 27 April 2023

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He graduated from the Faculty of Economics of the University of Szeged as a chartered economist in 2010. . He started his career as an Audit Assistant at Deloitte Üzletviteli és Vezetési Tanácsadó Zrt. and from 2014 he worked

as an Audit M anager. From July 2017 to April 2019 he was Director of Finance at B3 Takarékszövetkezet, and after the merger, from M ay 2019 he was the Chief Financial Officer of M TB Zrt. és a Takarékbank Zrt. From the end of

2020 he headed the financial and reporting division of M agyar Bankholding Zrt., while between November 2021 and April 2023 he performed the same function for M KB Nyrt, M TB Zrt. and Takarékbank Zrt. as well.

Dr. Tibor Lélfai Koppány - M ember of the Supervisory Board since 3 January 2022

Between 2000 and 2011 he worked in the business and later in the legal division of M FB Zrt., thereafter he managed Bethlen Gábor Alapkezelő Zrt. as Chief Executive Officer until November 2016. From November 2016 he held a Deputy Chief Executive Officer position and was internal M ember of the Board of Directors at M FB Zrt. Between 1 January 2018 and 31 M arch 2022 he managed Budapest Bank as Chairman and Chief Executive Officer, however, he had already been participating in the management and in the strategic decision making processes of the bank from as early as 1 April 2017. He has, since 2019, been M ember of the Supervisory Board of Budapest Alapkezelő

Zrt. (today known as; M BH Alapkezelő Zrt.). He was appointed M ember of the Board of Directors, and Chief

Executive Officer, of OPUS GLOBAL Nyrt. in 2022 and in the same year he also became M ember ofthe Supervisory

Board of Takarék Jelzálogbank Nyrt. (today known as: M BH Jelzálogbank Nyrt.),, OPUS TIGÁZ Zrt. and OPUS

TITÁSZ Zrt.. In 2023 he was appointed M ember of the Supervisory Board of OPTESZOPUS Zrt..

Dr. Ákos Ferenc Tisza-Papp - M ember of the Supervisory Board since 29 November 2022

He obtained his diploma in law in at Eötvös Loránd University of Sciences in 2004 and passed his professional examination in law in 2007. His professional career took off at the Legal Department of the predecessor of what later became UniCredit Bank, and from 2003 until 2007 he worked as a legal associate, later as legal counsel, for Raiffeisen Lízing Zrt. From 2007 he worked as legal counsel for OTP Bank Nyrt., later as head of its Corporate and Capital M arket Legal Group and then between 2019 and 2021 he headed the Corporate and Capital M arketLegal

Department as director. During this period he was Supervisory Board member at the Bulgarian and Ukrainian subsidiaries of the OTP Group, OTP Faktoring Zrt. and OTP Ingatlan Befektetési Alapkezelő Zrt., and was member

of the BSE's Responsible Corporate Governance Committee. He joined the M KB Bank Group in 2021 and is currently managing the legal, consumer protection, outsourcing, data protection, controlling and corporate governance areas at the M KB Bank Group's Legal and Governance division as M anaging Director. He is also Supervisory Board M ember at EXTERIMMO Zrt., and, since 29 June 2023, M ember of M BH Befektetési Bank Zrt's Supervisory Board and Audit Committee.

Péter Krizsanovich - M ember of Supervisory Board since 29 June 2023

He graduated from Budapest Corvinus University in 2003. He started working in that year as advisor for IFUA

Horváth & Partners.

From 2005 he held senior positions at OTP Bank for 17 years, including in the position of the M anaging Director of

Strategy, Planning and Controlling. As he was involved in regional expansion, he has international experience; he has been involved in the management of several market-leading foreign banks, including OTP Bank in Serbia and

CKB Bank in M ontenegro, as a M ember of the Board of Directors. Between 2017 and 2022, he was a M ember of

the Board of Directors of OTP Ingatlan Befektetési Alapkezelő Zrt. From September 2022, he worked as Chief

Financial, Risk M anagement and Strategy Advisor to the CEO of M agyar Bankholding from 1 January 2023 he was financial manager and from February 2023 he was Deputy Chief Executive Officer for Finances. Since M ay 2023 he has been M BH Bank's Deputy Chief Executive Officer for Finances. Since 29 June 2023 he has been a member of M BH Befektetési Bank Zrt's Supervisory Board and Audit Committee.

Each of the above M embers of the Supervisory Board is an independent M ember without any legal relationship with the Company other than his or her membership relationships.

Changes in the membership of the Supervisory Board in 2023:

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Péter Darazsacz resigned from his Supervisory Board membership with effect from 27 April 2023, as a consequence of which his position of Chairman of the Audit Committee also terminated.

2.3 The Company's Management Team

In 2023 the Company's management team was made up of the following persons:

Chief Executive Officer:

Dr. Gyula László Nagy - since 26 April 2017

Internal M ember of the Board of Directors For his introduction see subsection 2.1.

Deputy Chief Executive Officer:

Illés Tóth Deputy Chief Executive Officer - since 1 December 2022

Internal M ember of the Board of Directors For his introduction see subsection 2.1.

3 Description of the Work Performed by the Board of Directors, the Supervisory Board and their Committees

3.1 Description of the Board of Directors' Activities in 2023

3.1.1 A summary of the tasks carried out by the Board of Directors

The Board of Directors held a total of four meetings in 2023, of which three were joint meetings with the Supervisory Board. Resolutions were adopted on 40 occasions without meetings being held. Each of the meetings was held, and each resolution adopted without a holding a meeting was made, in conformity to the relevant rules and regulations and the Board had a quorum on each occasion.

Along with the tasks set out in the work plans, the Board of Directors decided, both at meetings and by voting in writing, on several occasions regarding issues not originally included in the work plan concerned but falling within the Board's power and requiring a decision.

The agendas of the meetings comprised, in the overwhelming majority of cases, reports, briefings and other submissions in written form, prepared with the assistance of the management team and the heads of the divisions concerned with the matters being discussed. The Board of Directors always discussed the issues on the agendas of its meetings in due depth, and the M embers of the Board usually supplemented and clarified the submissions with their professional comments and contributions.

The following of the topics discussed by the Board of Directors in 2023 need to be highlighted:

• The Board of Directors paid particular attention to the implementation of the relevant integration regulations in
  2023 as well:
• The Board of Directors laid particular emphasis on the adoption of actions and measures aimed at creating a pure mortgage bank profile in 2023 too.
• The Board of Directors discussed the management team's report on the current business and financial situation

of the Company as a standing agenda item at its 2023 meetings as in previous years. By doing so, the Board of Directors continuously monitored the Company's operations and financial situation and the process whereby sustainability factors are integrated into its business strategy and corporate governance. Consequently, the Board of Directors was continuously provided with sufficient information throughout the year on the relevant internal and external circumstances affecting the Company's operations and was able to detect situations entailing negative impacts and adopt, and implement, the necessary response actions, as well as to formulate professional recommendations to support the management team's work.

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• The Board of Directors continued to lay particular emphasis on analysing the Company's economic activity in 2023.
• The Board of Directors kept continuously monitoring the Company's general commitments and KPIs and those laid down in its ESG strategy and annual sustainability reports, and paid particular attention to the Company's green mortgage bond issuing activity and the development of the AVM (automated valuation model).
• The Board of Directors discussed the management team's reports on the Company's credit, liquidity, market and operational risks on a regular quarterly basis in 2023 as well.
• In 2023 the Board of Directors continued its practice of discussing the Compliance and Data Protection

Department's quarterly reports and the implementation of the tasks set out in the work plan.

• The Board of Directors attended to issues relating to the implementation of the Remuneration policy in 2023 too.
• The Board of Directors found all of the management team's proposed amendments to the regulations falling

within its power to be well founded and adopted them without making any changes to their contents.

• As before, the Board of Directors continuously monitored the inspections and audits carried out at the Company

by external authorities (NTCA, the M NB), and the elaboration and implementation of task plans in response to their findings, in 2023 as well. No irregularities were found by such inspections and audits, nor objections were made on the basis of findings, in relation to the work of the Board of Directors.

3.1.2 The Board of Directors' Cooperation with Other Organisations

The Board of Directors continued to maintain cooperative and correct relationships with both the Supervisory Board and the management team. Every meeting of the Board of Directors was attended by the Company's Chief Executive Officer, who reported in depth on topical issues of relevance to the Company's operation and answered questions as they arose during the discussions of agenda items. The Chairman of the Supervisory Board was invited to every meeting of the Board of Directors where always had an opportunity to present his opinions and recommendations, thereby ensuring the owner's representation during the processes of corporate governance. M oreover, consultations and exchanges of opinions took place between the Chairmen of the two boards, Chief Executive Officer and his Deputy on a regular basis between the meetings as well.

3.2 Description of the Supervisory Board' Activities in 2023

3.2.1 A summary of the tasks carried out by the Supervisory Board

The Company's Supervisory Board (hereinafter: "SB" operated in 2023 on the basis of the agreed annual work plan. The work plans were made up of the Board's own specific tasks, along with reviews of the audits performed by the Company's internal audit unit (hereinafter: "Internal Audit"). The SB held a total of three meetings in 2023 each as part of a meeting held jointly with the Board of Directors. Resolutions were adopted on 18 occasions without meetings being held. Each of the meetings was held, and each resolution adopted without a holding a meeting was made, in conformity to the relevant rules and regulations and the Board had a quorum on each occasion.

In addition to the matters prescribed on a mandatory basis in the Civil Code and the Hpt. the SB continuously gathered information on the Company's business and financial situation, the most important topical issues of relevance to the Company's operation as well as the meetings of, and the resolutions adopted by, the Board of Directors.

M oreover, the Company assessed, discussed and evaluated the following at its own initiative:

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