Prospectus • Dec 2, 2025
Prospectus
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Pursuant to the resolution of Board of Directors No. 4/5/2024. (18 December 2024) 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. 256/2024. (12.20.) (20.12.2024.) of the Board of Directors of MBH, furthermore 106/2024. (12.20.), (20.12.2024) of the Board of Directors of MBH Investment Bank Plc. and the Approval Announcement on 15 January 2025 of the Integration Organization the Issuer launched the HUF 150 billion 2025-2026 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-122/2025, 26 February 2025, while the previous 2025-2026 Covered Bond and Senior Unsecured Bond Issuance Program was terminated on the same day.
Pursuant to the Issue Program referred above the Issuer publicly offers to issue on 9 December 2025 the third tap of MBH Mortgage Covered Bond series MZJ29NF1 and MBH Mortgage Bank will initiate to introduce the series into the BSE. The basis of the issue: the resolutions No 12/5/2025 (11.21.)-MBHJ-EFB (21 November 2025) 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 26 February 2025 (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/ ).
(MBH Jelzálogbank Nyilvánosan Működő
Részvénytársaság) 1117 Budapest Magyar Tudósok
körútja 9. G. épület
(ii) Series Number: 4 (Under Issue Program 2023-2024)
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.
(iii) Tranche Number: 3


(a) Series: HUF 14,495,000,000
(b) Tranche: min HUF 3,000,000,000, max HUF 9,000,000,000
Specified Currency or Currencies: HUF
Issue Price (per Mortgage Bond): Not Applicable 7. Specified Denominations: HUF 10,000
Number of pieces
(a) Series: 1,449,500 pieces
(b) Tranche: min 300,000 pieces, maximum 900,000 pieces
12 Maturity Date: 22.11.2029 13. Tenor: 13.03.2024-22.11.2029
16 Change of Interest Basis or Redemption/ Not Applicable
Payment Basis:
17.Put/Call Options: Not Applicable
Issuer Call: Not Applicable 22. Investor Put: Not Applicable
Zero Coupon Mortgage Bond Provisions Not Applicable
Final Redemption Amount: HUF 10,000 per Specified Denomination


Base Prospectus of the Issue Program 2025-2026 Condition IV.4.1.5(d) is applicable
Bonds Holders: None
Not Applicable
provisions relating to Payment Dates:
Not Applicable
Details relating to Partly Paid Mortgage Covered 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:
Change of denomination Not Applicable
Other final terms: Not Applicable
61.,
Managers:
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.
Stabilising Manager (if any): Not Applicable
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)
(i) Date of auction/ Subscription: 09.12.2025 10:00 - 11:00 CET (competitive section:
10:00-10:50; non-competitive section 10:50-11:00)
(ii) Type of auction Normal
(iii) Place of auction/ Subscription:
Budapest Stock Exchange
(iv) Manager: MBH Bank Nyrt. 1056 Budapest, Váci utca 38 (v) Upper limit: The Issuer reserves the right to increase the
announced quantity by a maximum of 50% depending
on the bids received for the auction.


(vi) Lower limit: The Issuer reserves the right to reduce the announced quantity by a maximum of 50% depending on the bids received for the auction. If the Mortgage Covered Bonds offered by the Issuer for sale are not purchased, if the appropriate purchase price is not received on the indicated accounts, or if the Issuer does not accept the offers due to the unfavourable market price, then Issuer might decide not to issue any bonds. The mode of refunding will be discussed under the IV.5.1.1. heading 'Refunding' of the rules of Subscription of Base Prospectus of the Issue Program 2025-2026.
(vii) Auction limit/ Subscription price: Not applicable
(viii) Auction bid / subscription lower and/or upper limit: Not applicable
(ix) Method and date of allocation: Pursuant to the point (Allocation) of the section IV.5.2 (Rules of the auctions) Allocation sub-point of the Base Prospectus of the Issue Program 2025-2026, on 09.12.2025.
(x) The ratio of the non competitive bids and total bids
Not applicable Not applicable
(xi) The ratio of the non competitive bids and the competitive bids by members of BSE sections:
(xii) The maximum volume of the non competitive bids by members of BSE section: (xiii) Date and place of the allocation:
HUF 200,000,000
(xiv) The ticker and ISIN code of the mortgage
bond serving as compensation:
(xv) The exchange rate of the mortgage bond serving as consideration,
(a) in the case of mortgage bonds with variable interest rates, gross exchange rate (net exchange rate, accrued interest on value date)
(b) in the case of a mortgage bond with a fixed interest rate, net exchange rate, the corresponding yield, accumulated interest on the value date
09.12.2025 12:30 CET at the websites indicated in the point Notes (47.)
Not applicable
Not applicable
Not applicable
Potential investors: Resident and non-resident natural persons and institutional investors, limited partnerships
Additional selling restrictions: Not Applicable
Not Applicable
Delivery: DVP
Effectuation: Hungary
Other paying Agent(s): Not Applicable
Isolated deposit accounts and fax numbers, and e-mail address of the Managers:
Concorde Értékpapír Zrt. 14400018-12281248- 10060012 fax: 36-1-4892201 e-mail: [email protected] ING Bank N.V.Magyarországi fióktelepe 13700016- 00532547-00000000, fax: +36-1-2356761, email: [email protected]


MBH Bank Nyrt. 10300002-20191196-70383285, e-
mail: [email protected]
MBH Investment Bank 19017004-00201153 e-mail:
MBH Mortgage Bank: 16801680-09014206
section IV.4.1.4 (Terms and conditions of the covered mortgage bonds) of the Base Prospectus of the Issue
Program 2025-2026.
ISIN code: HU0000653688
Ticker code: MZJ29NF1
green covered bond issues in line with its general business strategy under this Green Covered Bond Framework to finance or refinance Eligible Green Mortgage Loan Portfolio of new and existing mortgage loans secured by green residential or green commercial properties–excluding home equity loans–
compliant to the eligibility categories.
the other Managers are entitled but not obliged to act as a market maker for one year from the first day of
the listing
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.
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.


| 49. Listing and admission to trading application: | |
|---|---|
| (a) Listing: | The Issuer will initiate the listing of the series on the BSE |
| (b) Listing Agent: | Not applicable |
| (c) Decision on listing: | Resolutions 12/5/2025 (21.11.)-MBHJ-EFB (21.11.2025) of the Issuer's Asset/Liability Committee (EFB) |
| 50. Rating: | Moody's rating: The rating agency assigned a Ba3 long- and short-term issuer rating and a long-term A1 rating to the mortgage bonds issued by MBH MB. |
| On the credit rating scale used by Moody's, the "Ba3" long- and short-term issuer rating is three categories higher than the lowest "Baa3" long- and short-term counterparty risk rating, which is still recommended for investment. The long-term "A1" rating for the Issuer's mortgage bonds represents the upper-middle level within the category recommended for investment, which indicates a low credit risk based on Moody's definition, five categories higher than the lowest "Baa3" rating of the rating band recommended for investment. |
|
| 51. Licence: | 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-122/2025 (26 February 2025.), while the previous 2025-2026 Covered Bond and Senior Unsecured Bond Issuance Program was terminated on the same day. |
| No. 4/5/2024. (18 December 2024) of Board of Directors of the Issuer, No. 256/2024. (12.20) (20.12.2024) resolution of the Board of Directors of MBH Bank Plc., furthermore No. 106/2024. (12.20) (20.12.2024.) of the Board of Directors of MBH Investment Bank Ltd., and the Approval Announcement on 15 January 2025 of the Integration Organization. |
|
| The base of the issue of the third tap series MZJ29NF1: the resolution 12/5/2025(11.21)-EFB of the Assets/Liabilities Committee. |
|
| 52. Interest of the legal and natural persons taking part in the issue |
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 |


Cost of the issuance, and the cost bearer Less, than 1 per cent. of the total volume to be issued. The costs are borne by the MBH Mortgage Bank
Fees and Costs charged by the Issuer and the Lead Manager / managers and borne by the investors:
Not Applicable
55 Estimated net proceeds from the issue 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 (2025-2026) of MBH Mortgage Bank Co. Plc. (MBH Jelzálogbank Nyilvánosan Működő Részvénytársaság).
The date of the Statement of the Property Supervisor: 30.11.2025.
Annex: the Summary of the given Issue is available only in the Hungarian version of the Final Terms.
Budapest, 02.12.2025.
MBH Mortgage Bank Co. Plc. Issuer
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