Takarék Mortgage Bank Co. Plc.' Public Offering of the 3. tap of TJ25NV01 mortgage bonds' series to be issued under the auspices of the Issuer's 2021-2022 Covered Bond and Senior Unsecured Bond Issuance Programme

Pursuant to the regulation of Board of Directors No. 58/2020. (1 December 2020) of the Takarék 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 to the approval of Board of Directors of the Bank of Hungarian Savings Cooperatives Co. Ltd. (head office: 1122 Budapest, 1122 Budapest, Pethényi köz 10.), and to the Statement of the Central Organization of Integrated Credit Institution as of 13 January 2021 the Issuer launched its Issue Program 2021-2022 with a HUF 200 billion total nominal amount for the issuance of Hungarian Mortgage Covered Bonds

(jelzáloglevelek) and Notes. Within the frameworks of the aforementioned Issue Program the Issuer plans to issue different registered mortgage covered bonds' and bond series in different tranches. The Issuer at its own discretion may introduce the series into the Budapest Stock Exchange. 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 National Bank of Hungary (NBH) to publish the Base Prospectus of the Issue Program: H-KE-III-143/2020 9. March 2020.

Pursuant to the Issue Program referred above the Issuer publicly offers to issue on 24 January 2022 the third part of Takarék Covered Mortgage Bond series TJ25NV01 and the Issuer will initiate to introduce the series into the BSE. The base of the issue: the resolution No. 2022/I-2. (10 January 2022) of the Assets/Liabilities Committee.

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 6 March 2021 (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 (http://en.takarekjzb.hu) of the Budapest Stock Exchange (http://www.bet.hu), and the MNB (http://kozzetetelek.mnb.hu/).

1.

Issuer:

Takarék Mortgage Bank Co. Plc.

(Takarék Jelzálogbank Nyilvánosan Működő

Részvénytársaság)

2.

(a)

Series Number:

4 (Under Issue Program 2019-2020)

(b)

Tranche Number:

3

3.

Offered volume

HUF 3,000,000,000 or three billion HUF

The Issuer reserves the right to deviate +/- 50% from the

quantity announced 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.

4. Aggregate Nominal Amount:

(a)

Series:

HUF 4,200,000,000

(b)

Tranche:

Minimum HUF 1,500,000,000

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:

420,000 pieces

(b) Tranche:

Minimum 150,000 pieces

9.

(a)

Issue Date:

24.01.2022

(b)

Interest Commencement Date:

10.01.2020

10.

Date of Settlement

26.01.2022

11.

Value Date:

26.01.2022

12

Maturity Date:

26.11.2025

1

  1. Tenor:
  2. Interest Basis:
  3. Redemption/Payment Basis:
  4. Change of Interest Basis or Redemption/ Payment Basis:
  5. Put/Call Options:
  6. Method of the issuance:

10.01.2020-26.11.2025

Floating interest rate, in the first interest period (10.01.2020- 26.02.2020) (short first coupon) is: 0.86% annually. From the second interest period the covered bond pays variable rate, where the annual rate is 3M BUBOR + 0,70%.

Redemption at the Specified Denomination

Not Applicable

Not Applicable

Public offering

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

  1. Fixed Rate Mortgage Bond Provisions
  2. Floating Rate Mortgage Bond Provisions
  1. Specified Period(s)/Specified Interest Payment Dates:
  2. Business Day Convention:
  3. Additional Business Centre(s):
  4. Manner in which the Rate of Interest and Interest Amount is to be determined:
  5. Party responsible for calculating the Rate of Interest and Interest Amount:
  6. Screen Rate Determination:
    • Reference:
    • Interest Rate calculation
    • Interest rate determination day(s)
    • Screen page:
  2. ISDA Determination:
  3. Other Determination
  4. Margin(s):
  5. Minimum Rate of Interest:
  6. Maximum Rate of Interest:
  7. Day Count Fraction:
  8. Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Mortgage

Notes, if different from those set out in the Conditions:

21. Zero Coupon Mortgage Bond Provisions

Not Applicable

Applicable

26.02.2020., 26.05.2020., 26.08.2020., 26.11.2020.,

26.02.2021., 26.05.2021., 26.08.2021., 26.11.2021.,

26.02.2022., 26.05.2022., 26.08.2022., 26.11.2022.,

26.02.2023., 26.05.2023., 26.08.2023., 26.11.2023.,

26.02.2024., 26.05.2024., 26.08.2024., 26.11.2024.,

26.02.2025., 26.05.2025., 26.08.2025., 26.11.2025. Following Business Day Convention (unadjusted)

Not Applicable

Screen Rate Determination

Agent: MTB Magyar Takarékszövetkezeti Bank Zrt (1122 Budapest, Pethényi köz 10.)

Applicable

3 Month BUBOR

In the first interest period the initial interest rate is 0.86% annually . Interest calculation day: 30.12.2019.

From the second interest period the Covered Bond pays variable rate falling on 26th May, August, November and February each year. From the second interest period the interest rate calculation method is the following: the annual rate is equal to the 3 month BUBOR + 0.70%.

If the National Bank of Hungary publishes same type of interest rate instead of 3M BUBOR, that will be taken in to account, if there is not available 3M BUBOR, the Issuer will pay the rate of the previous coupon of the previous interest paying date.

Two working days in Budapest before the commencement of the interest period. In case the interest rate determination date falling on bank holiday, the applicable Business day convention is the Preceding Business Day Convention.

www.mnb.huNot Applicable Not Applicable

3 Month BUBOR + 0.70%

0.01%

Not Applicable Actual/360 Not Applicable

Not Applicable

2

22.

Index Linked Interest Mortgage Bond

Not Applicable

Provisions

PROVISIONS RELATING TO REDEMPTION

23.

Issuer Call:

Not Applicable

24.

Investor Put:

Not Applicable

25.

Final Redemption Amount:

HUF 10,000 per Specified Denomination

26.

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

27.

The type of the Covered Mortgage Bonds:

Registered Covered Mortgage Bonds

28.

Details relating to the appearance of Mortgage

Dematerialised Covered Mortgage Bonds and the Deed

Bonds:

29. Representation of the Covered Mortgage Bonds

Holders:None

30. Planned dates of the issuance of new tranches: According to the decision of the Issuer's Asset/Liability

Committee

31.

Additional Financial Centre(s) or other special

Not Applicable

provisions relating to Payment Dates:

32. Details relating to Partly Paid Mortgage Bonds:

Not Applicable

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:

33. Change of denomination

Not Applicable

34.

Other final terms:

Not Applicable

DISTRIBUTION

35.

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.

MKB Bank Nyrt. 1056 Budapest, Váci utca 38.,

MTB Magyar Takarékszövetkezeti Bank Zrt. 1122

Budapest, Pethényi köz 10.

36.

Stabilising Manager (if any):

Not Applicable

37.

Market Makers:

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)

MKB Bank Nyrt. 1056 Budapest, Váci utca 38., (best effort)

MTB Magyar Takarékszövetkezeti Bank Zrt. 1122

Budapest, Pethényi köz 10. (binding)

38.

Methods of public issuance:

Auction

(i)

Date of auction/ Subscription:

24.01.2022. 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:

MTB Magyar Takarékszövetkezeti Bank Zrt. 1122

Budapest, Pethényi köz 10.

(iv) Upper limit:

The Issuer reserves the right to increase the offered

volume by up to 50% depending on the bids received for

the auction.

3

(v) Lower limit:

  1. Auction limit/ Subscription price:
  2. Auction bid / subscription lower and/or upper

limit:

  1. Method and date of allocation:
  2. The ratio of the non competitive bids and total

bids

    1. The ratio of the non competitive bids and the competitive bids by members of BSE sections:
  2. The maximum volume of the non competitive bids by members of BSE section
    1. Date and place of the allocation:
  1. Place of the issuance:
  2. Potential investors:

41 Pre-emption right

42. Additional selling restrictions:

The Issuer reserves the right to reduce the offered volume by up to 50% depending on the bids received for the auction. If the mortgage bonds offered for sale are not purchased, the appropriate purchase price is not received on the indicated account, or the Issuer does not accept the subscription offers due to the unfavorable market price, the present Offer will be canceled. The mode of refunding will

be discussed under the heading of 'Refunding' Not applicable

Not applicable

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 2021-2022, on 24.01.2022.

Not applicable

Not applicable

HUF 200,000,000

24.01.2022 12:30 CET CET BSEat the websites indicated in the point Notes (57.)

Hungary

Resident and non-resident natural persons and institutional investors, limited partnerships

None

Not Applicable

PROCEDURE

43.

Clearing and Settlement:

KELER Zrt. 1074 Budapest, Rákóczi út 70-72.

44.

Any clearing system(s) other than KELER and the

Not Applicable

relevant identification number(s):

45.

Delivery:

DVP

46.

Effectuation:

Hungary

47.

Crediting:

On security accounts

48.

Other paying Agent(s):

Not Applicable

49. Isolated deposit accounts and fax numbers, and e-mail

Concorde Értékpapír Zrt. 14400018-12281248-10060012

address of the Managers:

fax: 36-1-4892201e-mal: a.vidovszky@con.hu

ING Bank N.V.Magyarországi fióktelepe 13700016-

00532547-00000000

MKB Bank Nyrt. 10300002-20191196-70383285, fax. 36-1-

2687019 e-mail.treasurytrading@mkb.hu

MTB Magyar Takarékszövetkezeti Bank Zrt. 19017004-

00201153 fax: 36-1-2012576,e-mail:

konya.peter@tbank.hu

Takarék Jelzálogbank Nyrt: 16801680 09013205

50.

Disbursements, place of payments:

Pursuant to the point 4. (Disbursements) of the section

IV.4/A (Terms and conditions of the covered mortgage

bonds) of the Base Prospectus of the Issue Program 2021-

2022.

51. ISIN code:

HU0000653316

52. Ticker code:

TJ25NV01

53. Other:

Not Applicable

4

GENERAL INFORMATION

54. Use of Proceeds:

The Bank uses the proceeds for the sources for the

refinancing activity.

55. Market making:

MTB Magyar Takarékszövetkezeti Bank Zrt. is a binding

market maker, the other Managers are entitled but not

obliged to act as a market maker for one year from the first

day of the listing

56. 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

(www.en.takarekjzb.hu), of the NBH (www.kozzetetelek.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.

57. 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

(www.en.takarekjzb.hu), of the NBH (www.kozzetetelek.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.

58. Governing law:

Hungarian law

OTHER CONDITIONS

59. Listing and admission to trading application:

  1. Listing:
  2. Listing Agent:

( c) Decision on listing:

60. Rating:

61. Licence:

The Issuer will initiate the listing of the series on the BSE Not applicable

Resolution 2022/I-2. (10.01.2022) of the Issuer's Risk Control Asset/Liability Committee (ALCO)

The Covered Mortgage Bonds' rating: BBB (S&P) stable 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 "stable" outlook means that the current rating is unlikely to change in the medium term (from six months to a two-year period)

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 the public issue: H- KE-III-151/2021 6 March 2021.

Pursuant to the regulation of Board of Directors No. 58/2020. (1 December 2020) of the Issuer and to the approval of

5

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Takarek Jelzalogbank Nyrt. published this content on 19 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 January 2022 08:31:02 UTC.