Capital/Financing Update • Jul 8, 2025
Capital/Financing Update
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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 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 |
| 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 |
| 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 |
| 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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