Takarek Jelzálogbank : Proposals for Extraordinary General Meeting 26.06.2023.

ANNOUNCEMENT

ON CONVENING AN EXTRAORDINARY GENERAL MEETING

Fulfilling its statutory obligation, MBH Mortgage Bank Co Plc. (registered seat: H-1117 Budapest, Magyar Tudósok

körútja 9. G épület; company registration number: 01-10-043638; registered at the Company Registry Court of Budapest-Capital Regional Court; hereinafter referred to as "Company") notifies the shareholders and investors of the Company that on 26 May 2023, the Board of Directors of the Company resolved to convene an Extraordinary General Meeting of the company (hereinafter referred to as "General Meeting").

The Board of Directors of the Company convenes the General Meeting as set out below:

Time and date of the General Meeting:

26 June 2023 (Monday), 10.00 a.m.

Registration to the general meeting opens on 26 June 2023 (Monday) at 9.00 a.m.

Location of the General Meeting:

H-1117 Budapest, Magyar Tudósok körútja 9. G. épület

Agenda of the General Meeting:

1. Election , determination on the remuneration of the member of the Supervisory Board of the Company
2. Election, determination on the remuneration of the member of the Audit Committee of the Company
3. Decision on the amendment of the Statutes of the Company
4. Miscallenaous

26 May 2023

Manner of holding the General Meeting

The General Meeting shall be held with the direct participation of the shareholders.

Conditions of participation in the General Meeting and the exercise of voting rights

1. According to Section 3.1.24.1(e) of the Articles of Association of the Company, each series "A" ordinary share with a nominal value of HUF 100 - i.e. one hundred forints - entitles its holder to one vote at the General Meeting.
2. A shareholder or a shareholder's proxy defined in Sections 151-155 of the Capital Market Act may attend the General Meeting of the Company, who has been registered in the share register at the time of the General Meeting Closing of the Share Register, in accordance with the result of shareholder identification.
3. The Company requests KELER Zrt. to identify the shareholders by the time of the General Meeting as a corporate event. The date for the shareholder identification related to the General Meeting shall be 19 June 2023. The rules of shareholder identification are set out in the General Operating Rules of KELER Zrt.
4. At 6 (six) p.m. Budapest time on the second business day prior to the General Meeting, the Company shall delete all data in the share register in effect at the time of shareholder compliance and simultaneously register therein data in conformity with the result of shareholder identification, and close the same together with the data of shareholder identification ("General Meeting Closing of the Share Register").
   Date of Closing of the General Meeting Closing of the Share Register: 22 June 2023, 6.00 p.m.
   Thereafter, data relating to the shareholding of a shareholder may be registered in the share register on the business day following the General Meeting at the earliest.
5. Shareholders may also exercise rights related to the General Meeting by way of representatives. A member of the Board of Directors, Supervisory Board, the auditor and the trustee may not be authorised. Shareholders may also authorise senior employees of the Company to exercise General Meeting related rights. Authorisation for representation is valid for one General Meeting or for the time determined in the authorisation, but for up to 12 (twelve) months. The validity of authorised representation shall extend to the resumption of adjourned General Meetings and General Meetings reconvened as a result of a lacking quorum. Authorisation shall be issued as a public document or private document of full probative force and submitted to the Company at the place and time specified in the General Meeting announcement. The authorisation issued by the shareholder's proxy shall state that the representative is acting as shareholder's proxy.
   For shareholders that are not natural persons, the right of representation of the signer of the power of attorney or the person(s) acting on behalf of the non-natural person shareholder at the General Meeting must be certified by presenting a copy or notary-public-attested copy of a certificate issued by a public register (e.g. extract from the company registry) and an authentic declaration lending powers to sign on behalf of the company (specimen signature attested by a notary public) or a sample signature countersigned by an attorney-at-law. If the document(s) relating to the right of representation were issued in a language other than Hungarian, a certified Hungarian translation must also be attached to the instrument. If the power of attorney was issued abroad, its form must be in compliance with the laws relating to the authentication or legislation of instruments issued abroad.
6. Shareholders have a right to information concerning matters on the General Meeting's agenda. Accordingly, upon the shareholder's written request submitted at least 8 (eight) days before the date of the General Meeting, the Board of Directors shall provide the information necessary for discussing the given item on the agenda of the General Meeting 3 (three) days before the date of the same. The Board of Directors may bind the exercise of the above right to information to a written non-disclosure declaration issued by the shareholder requesting information. The Board of Directors may deny the provision of information and access to documents if this would breach the Company's business, bank, securities or other such secrets, if the person requesting information abuses their right or fails to provide a non-disclosure declaration notwithstanding a notice. If the person requesting information considers the denial of information to be unreasonable, they may request the company registry court to oblige the Company to provide such information.

1. The Company shall allow all shareholders attending the General Meeting to exercise the right to information, commenting and to motion, provided that exercise of such rights does not prevent the regular and proper operation of the General Meeting. To ensure the exercise of shareholder rights defined hereunder, the Chair of the General Meeting shall give the floor to shareholders at the General Meeting, under condition that the Chair may limit speaking time, interrupt the speaker, in particular, upon deviation from the topic, and-when several persons are speaking simultaneously-determine the order of speeches to ensure the regular and proper operation of the General Meeting. The Company has 5 (five) business days available from the date of the General Meeting to answer questions raised at the General Meeting and not answered to the satisfaction of shareholders.
2. If the conditions of participation in the General Meeting and exercise of the voting rights are fulfilled, the shareholder or their representative may request an electronic or other device for the casting of votes after certifying their identity and signing the attendance sheet.

Quorum;

place and time of the repeated General Meeting in the case there is a lack of quorum at the General Meeting

According to Clause 3.1.9 of the Articles of Association, the General Meeting has a quorum if shareholders representing more than half of all shares providing voting rights are present. If the General Meeting does not have a quorum, the Company will hold the repeated General Meeting - convened via this Announcement - at the site of the original General Meeting, on 26 June 2023 (Monday), at 11 a.m. The repeated General Meeting shall have a quorum in relation to all matters included in the original agenda without regard to the number of shareholders attending. Attendance of the repeated General Meeting is subject to registration, which opens on 26 June 2023 (Monday), at 10:30 a.m.

Publication of proposals and proposed resolutions for the General Meeting

In accordance with the provisions of the Articles of Association relating to the publication of the announcements of the Company, the Board of Directors of the Company shall publish the summaries relating to the number of shares and voting rights as at the time of convening of the General Meeting (including separate summaries for each share class), the summary of the proposals relating to the items on the agenda, the related reports and proposed resolutions of the Supervisory Board and the forms to be used for voting by proxy (unless already sent to the shareholders directly) on the Company's official website (www.mbhjelzalogbank.hu), the electronic announcement forum operated by the Central Bank of Hungary (www.kozzetetelek.hu) and the official website of the Budapest Stock Exchange (www.bet.hu) at least 21 (twenty-one) days prior to the General Meeting, in Hungarian and English language. After that, the written proposals and draft resolutions related to the matters included in the agenda of the General Meeting will also be available at the registered seat of the Company.

MBH Mortgage Bank Co Plc.

MBH JELZÁLOGBANK NYRT.

PROPOSAL

FOR ATENDA ITEM 1



ELECTION, DETERMINATION ON THE REMUNERATION OF

THE MEMBER OF THE SUPERVISORY BOARD OF THE

COMPANY

EXTRAORDINARYGENERAL MEETING BUDAPEST, 2023. 26 JUNE

MBH JELZÁLOGBANK NYRT. EXTRAORDINARY GENERAL MEETING

26 JUNE 2023

Proposal:

Péter Darazsacz, a member of the Supervisory Board of MBH Jelzálogbank Nyilvánosan Működő Részvénytársaság (hereinafter the Company), resigned from his position on the Supervisory Board with effect from 27 April 2023, it was therefore necessary to elect a new member of the Supervisory Board.

Pursuant to clause 3.1.17 (m) of the Company's Articles of Association currently in force, the General Meeting has the exclusive competence to elect and recall the members of the Supervisory Board and to determine their remuneration.

Based on the preliminary consultations, the Board of Directors proposes to the General Meeting the election of Peter Krizsanovich (mother's name: Eszter Pintér; date and place of birth: 29.03.1979, Budapest, address: 8251 Zánka, Dózsa György utca 52) as a member of the Supervisory Board.

A short CV of Péter Krizsanovich is presented below.

Péter Krizsanovich graduated from the Corvinus University of Budapest in 2003. He started his career as a consultant at the management consultancy IFUA Horváth & Partners. From 2005, he held senior positions at OTP Bank for 17 years, including Executive Director of Strategy, Planning and Controlling. Involved in regional expansion, he has international experience, having served on the boards of directors of several leading foreign banks, including OTP Bank in Serbia and CKB Bank in Montenegro. Between 2017 and 2022 he was a member of the Board of Directors of OTP Ingatlan Befektetési Alapkezelő Zrt. From September 2022, he served as Chief Financial, Risk Management and Strategy Advisor to the CEO of Magyar Bankholding. From 1 January 2023, Deputy Chief Financial Officer of MBH Bank.

Pursuant to Section 14 (1) (e) of the Hpt., the approval of the Magyar Nemzeti Bank is required for the election of a member of the Supervisory Board who qualifies as a senior manager. If the MNB acceptance is not yet available on 26 June 2023, in that case, the date on which the new member of the Supervisory Board takes up office is the date of receipt of the authorisation decision issued by the Magyar Nemzeti Bank or, if the acceptance is made after that date, the date of acceptance.

The Board of Directors of the Company proposes to the General Meeting to elect Péter Krizsanovich as a member of the Supervisory Board for a fixed term from 26 June 2023 until 2 January 2027, but not earlier than the date on which the authorising resolution issued by the Magyar Nemzeti Bank regarding the Supervisory Board member is received by the Company and the Supervisory Board member accepts his election in writing.

PROPOSED RESOLUTION

The General Meeting elects Péter Krizsanovich (mother's name: Eszter Pintér; date and place of birth:

29.03.1979, Budapest; address: 8251 Zánka, Dózsa György utca 52.) as a member of the Supervisory Board from 26 June 2023 to 2 January 2027. for a fixed term from 26 June 2027, but not earlier than the date on which the authorising resolution issued by the Magyar Nemzeti Bank concerning the Supervisory Board member is received by the company and the Supervisory Board member accepts his election in writing.

The remuneration of the member of the Supervisory Board shall be governed by the provisions of General Meeting Resolution 11/2023 (26.04.2013).

AGENDA ITEM 1/ELECTION, DETERMINATION ON THE REMUNERATION OF THE MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY

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