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OPUS GLOBAL Nyilvánosan Működő Részvénytársaság

Capital/Financing Update Jul 8, 2025

2016_rns_2025-07-08_46dc9839-2480-40ea-b182-c8d650c14ae7.pdf

Capital/Financing Update

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MBH Mortgage Bank Co. Plc.' Public Offering of the 1. tap of the MK33NV01 senior unsecured bond series to be issued under the Issuer's 2025-2026 Covered Bond and Senior Unsecured Bond Issuance Programme

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 2024-2025 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 16 July 2025 the first tap of MBH Senior Unsecured Bond series MK33NV01. The basis of the issue: the resolution No 5/4/2025(26.06)- MBHMB-ALCO (26 June 2025) 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 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/ ).

1. Issuer: MBH Mortgage Bank Co. Plc.
(MBH Jelzálogbank Nyilvánosan Működő
Részvénytársaság) 1117 Budapest Magyar Tudósok
körútja 9. G. épület
2. (i)
Type of the security
Senior unsecured bond (Non-green)
(ii)
Series Number:
3 (Under Issue Program 2025-2026)
(iii)
Tranche Number:
1
3. Offered volume: HUF 25,000,000,000
4. Aggregate Nominal Amount:
(a)
Series:
HUF 25,000,000,000
(b)
Tranche:
HUF 25,000,000,000
5. Specified Currency or Currencies: HUF
6. Issue Price (per Senior Unsecured Bond): 100% per Special denomination
7. Specified Denominations: HUF 10,000
8. Number of pieces
(a) Series: 2,500,000
(b) Tranche: 2,500,000
9. (a)
Issue Date:
16.07.2025
(b)
Interest Commencement Date:
18.07.2025
10.
Date of Settlement
18.07.2025
11.
Value Date:
18.07.2025
12
Maturity Date:
20.10.2033
13. Tenor: 18.07.2025 - 20.10.2033
14. Interest Basis: Floating interest rate, in the first interest period
(18.07.2025-20.07.2025) (short first coupon) is: 9,30%
annually. From the second interest period the senior
unsecured bond pays variable rate, where the annual rate
is 3M BUBOR + 2.80%.
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 Senior Unsecured Bond Provisions Not Applicable
19
Floating Rate Senior Unsecured Bond
Provisions
Applicable
(i) Specified Period(s)/Specified Interest Payment
Dates:
20.07.2025., 20.10.2025., 20.01.2026., 20.04.2026.,
20.07.2026., 20.10.2026., 20.01.2027., 20.04.2027.,
20.07.2027., 20.10.2027., 20.01.2028., 20.04.2028.,
20.07.2028., 20.10.2028., 20.01.2029., 20.04.2029.,
20.07.2029., 20.10.2029., 20.01.2030., 20.04.2030.,
20.07.2030., 20.10.2030., 20.01.2031., 20.04.2031.,
20.07.2031., 20.10.2031., 20.01.2032., 20.04.2032.,
20.07.2032., 20.10.2032., 20.01.2033., 20.04.2033.,
20.07.2033., 20.10.2033.
(ii) Business Day Convention: Following Business Day Convention (unadjusted)
(iii) Manner in which the Rate of Interest and
Interest Amount is to be determined:
Screen Rate Determination
(iv) Party responsible for calculating the Rate of
Interest and Interest Amount:
Agent: MBH Bank Nyrt. (1056 Budapest, Váci utca 38.)
(v) Screen Rate Determination: Applicable
-
Reference:
3 Month BUBOR
-
Interest Rate calculation
In the first interest period the initial interest rate is 9,30%
annually. Interest calculation day: 07.07.2025.
From the second interest period the Senior Unsecured
th July, October,
Bond pays variable rate falling on 20
January and April 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
+ 2.80%.
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.
-
Interest rate determination day(s)
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.
-
Screen page:
www.mnb.hu
(vi)
ISDA Determination:
Not Applicable
(vii)
Margin(s):
3 Month BUBOR + 2.80%
(viiii)
Minimum Rate of Interest:
Not applicable
(ix)
Maximum Rate of Interest:
Not Applicable
(x)
Day Count Fraction:
Actual/360
(xi)
Fallback provisions, rounding provisions
Not Applicable
and any other terms relating to the
method of calculating interest on Floating
Rate Senior Unsecured Notes, if different
from those set out in the Conditions:
20.
Zero Coupon Senior Unsecured Bond
Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
21.
Issuer Call:
Not Applicable
22.
Final Redemption Amount:
HUF 10,000 per Specified Denomination
23.
Early Redemption Amount payable on
Condition IV.4.1.5(d) is applicable of the Base Prospectus
redemption for taxation reasons or on of the Issue Program 2025-2026
event of default and/or the method of
calculating the same (if required or if
different from that set out in Condition
IV.4.1.5(d)):
GENERAL PROVISIONS APPLICABLE TO THE SENIOR UNSECURED BONDS
24.
Representation of the Mortgage Senior
Unsecured Bonds Holders: None
25.
Additional Financial Centre(s) or other special
Not Applicable
provisions relating to Payment Dates:
26.
Details relating to Partly Paid Senior Unsecured
Bonds: amount of each payment comprising the Issue
Not Applicable
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 Senior Unsecured Bonds and
interest due on late payment:
27. Change of denomination Not Applicable
28. Other final terms: Not Applicable
DISTRIBUTION
29.
If syndicated, names of Managers:
MBH Bank Nyrt. 1056 Budapest, Váci utca 38.,
30.
Stabilising Manager (if any):
Not Applicable
31.
Market Makers (best effort/binding)
Not Applicable
32.
Methods of public issuance:
Subscription
(i)
Date of Subscription:
14.07.2025 8:00– 16.07.2025. 10:00 CET
(ii) Type of auction Not Applicable
(iii) Subscription: MBH Bank Nyrt. 1056 Budapest, Váci utca 38.,
(iv) Manager: MBH Bank Nyrt.1056 Budapest, Váci utca 38.,
(v) Upper limit: Not applicable
(vi) Lower limit: Not applicable.
(vii) Subscription price: 100% per Special denomination
(viii) Subscription lower and/or upper limit: Not applicable
(ix) Method and date of allocation: Pursuant to the point (Allocation) of section IV.5.1
(Rules of the Subscriptions) Allocation sub-point of the
Base Prospectus of the Issue Program 2025-2026. In
the case of oversubscription, the Issuer has the right to
accept fully or partially the subscribed volume. In case
of partial acceptance a card distribution allocation will
take place, so that in the first round, the subscription
of MBH Bank Co. Plc. will be accepted in full and 1
bond will be distributed for every other valid,
financially fulfilled subscription. In the distribution
round in which no available pieces of bond for all
investors, not all unsatisfied subscribers would receive
one bond, the remaining pieces of bonds are allocated
between investors by a random function by computer.
Allocation date is 16.07.2025.
(x) The ratio of the non-competitive bids and total
bids
Not applicable
(xi) The ratio of the non-competitive bids and the
competitive bids by members of BSE sections:
Not applicable
(xii) The maximum volume of the non-competitive
bids by members of BSE section:
Not applicable
(xiii) Date and place of the allocation: 16.07.2025 10:00 CET at the websites indicated in the
point Notes (46.)
(xiv) The ticker and ISIN code of the mortgage bond
serving as compensation:
Not applicable
(xv) The exchange rate of the mortgage bond serving
as consideration,
Not applicable
(a) in the case of mortgage bonds with variable
interest rates, gross exchange rate (net exchange
rate, accrued interest on value date)
Not applicable
(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.
Not applicable
33. Potential investors: Resident and non-resident natural persons and
institutional investors, limited partnerships
34. Additional selling restrictions: Not Applicable

PROCEDURE

35. Any clearing system(s) other than KELER and the
relevant identification number(s):
Not Applicable
36. Delivery: DVP
37. Effectuation: Hungary
38. Other paying Agent(s): Not Applicable
39. Isolated deposit accounts and fax numbers, and
e-mail address of the Managers:
MBH Bank Nyrt. 10300002-20191196-70383285, e
mail: [email protected]
MBH Mortgage Bank: 16801680-09015001
40. Disbursements, place of payments: Pursuant to the point 4. (Disbursements) of the
section IV.4.1.4 (Terms and conditions of the covered
bonds and senior unsecured
bonds) of the Base
Prospectus of the Issue Program 2025-2026.
41. ISIN code: HU0000365556
42. Ticker code: MK33NV01
GENERAL INFORMATION
43. Use of Proceeds: The Bank uses the proceeds to meet its unsecured
funding needs in relation to its general business
activity.
44. Market making: Not applicable
45. 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.
46. 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.
47. Governing law: Hungarian law

OTHER CONDITIONS

48. Listing and admission to trading application: Not applicable
(a) Listing: Not applicable
(b) Listing Agent: Not applicable
(c) Decision on listing: -
49. Rating: Not applicable
50. 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 2024-2025 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 first tap series
MK33NV01:
the
resolution
No
5/4/2025(26.06)-
MBHMB-ALCO (26 June 2025) of the Assets/Liabilities
Committee.
51. 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
52. 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
53. Fees and Costs charged by the Issuer and the Lead
Manager / managers and borne by the investors:
Not Applicable
54. Estimated net proceeds from the issue Depending on the net exchange rate of the issue
55.
Other
condition
relating
to
the
issuer's
contribution under the second subparagraph of Article
5 (1) of the Prospectus Directive and Article 23 (a) of
the
Implementing
Regulation
of
the
Prospectus
Directive:
Not applicable

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Senior Unsecured 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).

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

Budapest, 08.07.2025.

MBH Mortgage Bank Co. Plc. Issuer

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