Prospectus • Sep 30, 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 29 October 2025 the ninth tap of MBH Covered Bond series MJ28NF02. The basis of the issue: the resolution 15/2025(09.26)-MBHJ-EFB 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/ ).
Issuer: MBH Mortgage Bank Co. Plc. (MBH Jelzálogbank Nyilvánosan Működő Részvénytársaság) 1117 Budapest Magyar Tudósok körútja 9. G. épület (ii) Series Number: 3 (Under Issue Program 2024-2025)
Offered volume: Not Applicable. The Issuer reserves the right to declare the subscription to be unsuccessful depending on the bids received. In case of an unsuccessful subscription, the total amount of bids will be refused.
| 4. | Aggregate Nominal Amount: | ||
|---|---|---|---|
| (a) | Series: | HUF 10,368,690,000 | |
| (b) | Tranche: | maximum HUF 5,000,000,000 | |
| 5. | Specified Currency or Currencies: | HUF | |
| 6. | Issue Price (per Covered Bond): | 100% per Specified denomination | |
| 7. | Specified Denominations: | HUF 10,000 | |
| 8. | Number of pieces | ||
| (a) Series: | 1,036,869 pcs | ||
| (b) Tranche: | maximum 500,000 pcs | ||
| 9. | (a) | Issue Date: | 29.10.2025 |
| (b) | Interest Commencement Date: | 13.02.2025 | |
| 10. | Date of Settlement | 31.10.2025 | |
| 11. Value Date: | 31.10.2025 | ||
| 12. Maturity Date: | 25.04.2028 | ||
| 13.Tenor: | 13.02.2025 - 25.04.2028 | ||
| 14. Interest Basis: | Fixed interest rate | ||
| 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 | Applicable |
|---|---|
| ------------------------------------------------- | ------------ |
| (i) Rate(s) of Interest: | 7.00 per cent. per annum payable annually in arrear | |||
|---|---|---|---|---|
| (ii) Interest Payment Date(s): | 25 April in each year up to and including the Maturity | |||
| Date. In the first interest period (13.02.2025-25.04.2026) | ||||
| (long first coupon) is HUF 836 per Specified |
||||
| Denomination. | ||||
| (iii) Fixed Coupon Amount per Mortgage Bond | HUF 700 per Specified Denomination | |||
| (iv) Broken Amount(s): | Not Applicable | |||
| (v) Day Count Fraction: | Actual/Actual (ICMA) | |||
| (vi) Business Day Convention: | Following Business Day Convention | |||
| (vii) Determination Date(s): | 25 April in each year thereafter | |||
| (viiii) Party responsible for calculating amounts | Paying Agent MBH Bank Nyrt. 1056 Budapest, Váci utca | |||
| payable: | 38., | |||
| (ix) Compound interest: | 4.9863 per cent on 31.10.2025 | |||
| (x) Other terms relating to the method of | None | |||
| calculating interest for Fixed Rate | ||||
| Mortgage Bonds: | ||||
| (xi) Gross yield | 6.95% | |||
| 19 | Floating Rate Senior Unsecured Bond | Not Applicable | ||
| Provisions | ||||
| 20. | Zero Coupon Senior Unsecured Bond | Not Applicable | ||
| Provisions | ||||
| PROVISIONS RELATING TO REDEMPTION | ||||
| 21. | Issuer Call: | Not Applicable |
|---|---|---|
| 22. | Investor Put: | Not Applicable |
| 23. | Final Redemption Amount: | HUF 10,000 per Specified Denomination |
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 25. Representation of the Mortgage Senior Unsecured Bonds Holders: Not Applicable 26. Additional Financial Centre(s) or other special provisions relating to Payment Dates: Not Applicable 27. Details relating to Partly Paid Senior Unsecured 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 Senior Unsecured Bonds and interest due on late payment: Not Applicable 28. Change of denomination Not Applicable 29. Other final terms: Not Applicable DISTRIBUTION 30. If syndicated, names of Managers: MBH Bank Nyrt. 1056 Budapest, Váci utca 38., MBH Investment Bank 1117 Budapest Magyar Tudósok körútja 9. G. épület. 31. Stabilising Manager (if any): Not Applicable 32. Market Makers (best effort/binding) MBH Bank Nyrt. 1056 Budapest, Váci utca 38 (binding) MBH Investment Bank 1117 Budapest Magyar Tudósok körútja 9. G. épület. (best effort) 33. Methods of public issuance: Subscription (i) Date of Subscription: 01.10.2025 08:00 – 29.10.2025. 12:00 CET The subscription can be closed before the end of hte set period based on the Issuer's decision in compliance with the capital market act (Tpt.) (ii) Type of auction Not Applicable (iii) Place of Subscription: Branches of the managers (see Appendix 2.) (iv) Lead Manager: MBH Bank Nyrt.1056 Budapest, Váci utca 38., (v) Upper limit: Not Applicable (vi) Lower limit: If the Issuer does not accept the subscription offers due to the unfavorable market price, then this Offering will not take place. 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) Subscription price: 100% per Special denomination (viii) Subscription lower and/or upper limit: minimum HUF 10,000 per bid
Base Prospectus of the Issue Program 2025-2026
Condition IV.4.1.5(d) is applicable
redemption for taxation reasons or on event of default and/or the method of (ix) Method and date of allocation: Pursuant to the point (Allocation) of section IV.5.1
| (x) The ratio of the non-competitive bids and total bids (xi) The ratio of the non-competitive bids and the |
(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 all subscribers have the right to obtain the volume of maximum their bids placed for the covered bond. In the case of oversubscription, the allocation is based on the card distribution method. Each subscriber receives one piece of covered bond. In that round, where there are no available pieces of covered bond for all investors, the remaining pieces of covered bonds are allocated between investors by a random function by computer. Allocation date is 29.10.2025. Not applicable Not applicable |
|---|---|
| competitive bids by members of BSE sections: (xii) The maximum volume of the non-competitive |
|
| bids by members of BSE section: | Not applicable |
| (xiii) Date and place of the allocation: | 29.10.2025 13:30 CET at the websites indicated in the point Notes (47.) |
| (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) (b) in the case of a mortgage bond with a fixed |
Not applicable |
| interest rate, net exchange rate, the corresponding yield, accumulated interest on the value date. |
Not applicable |
| 34. Potential investors: | Resident and non-resident natural persons and institutional investors, limited partnerships holding a securities account with any Manager |
| 35. Additional selling restrictions: | Not Applicable |
| PROCEDURE | |
| 36. Any clearing system(s) other than KELER and the relevant identification number(s): |
Not Applicable |
| 37. Delivery: | DVP |
| 38. Effectuation: | Hungary |
| 39. Other paying Agent(s): | Not Applicable |
| 40. Isolated deposit accounts and fax numbers, and e-mail address of the Managers: |
MBH Bank Nyrt. 10300002-20191196-70383285, e mail: [email protected] MBH Investment Bank Plc. 11500016-00000220 e mail: [email protected] MBH Mortgage Bank: 16801680-09014701 |
| 41. 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.
Ticker code: MJ28NF02
ISIN code: HU0000653829
GENERAL INFORMATION
| 44. Use of Proceeds: | The Bank uses the proceeds to meet funding needs for its mortgage refinancing business. |
|---|---|
| 45. Market making: | Not applicable |
| 46. 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. |
| 47. 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. |
| 48. Governing law: | Hungarian law |
| 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 15/2025(09.26)-MBHJ-EFB 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 second tap series MJ28NF02: the resolution 15/2025(09.26)-MBHJ-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 53. 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 54. 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 of the issue 56. 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 Not applicable
Directive:
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).
The date of the Statement of the Property Supervisor: 25.09.2025.
Annex 1. the Summary of the given Issue Annex 2. The list of branches (available only in the Hungarian version of the Final Terms)
Budapest, 30 September, 2025.
MBH Mortgage Bank Co. Plc. Issuer
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