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2016_rns_2025-12-02_41ce234b-d4db-4c0c-b2dd-8b5f679507b7.pdf

Prospectus

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MBH Mortgage Bank Co. Plc.' Public Offering of the 3. tap of the MZJ29NF1 green mortgage 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 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/ ).

  1. Issuer: MBH Mortgage Bank Co. Plc.

(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.

  1. (i) Type of security GREEN Covered Bond

(iii) Tranche Number: 3

  1. Offered volume: HUF 6,000,000,000

  1. Aggregate Nominal Amount:

(a) Series: HUF 14,495,000,000

(b) Tranche: min HUF 3,000,000,000, max HUF 9,000,000,000

  1. Specified Currency or Currencies: HUF

  2. Issue Price (per Mortgage Bond): Not Applicable 7. Specified Denominations: HUF 10,000

  3. Number of pieces

(a) Series: 1,449,500 pieces

(b) Tranche: min 300,000 pieces, maximum 900,000 pieces

  1. (a) Issue Date: 09.12.2025 (b) Interest Commencement Date: 13.03.2024 10. Date of Settlement 11.12.2025 11. Value Date: 11.12.2025

12 Maturity Date: 22.11.2029 13. Tenor: 13.03.2024-22.11.2029

  1. 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

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

18.Fixed Rate Mortgage Bond Provisions Applicable (i) Rate(s) of Interest: 7.00 per cent. per annum payable annually in arrear (ii) Interest Payment Date(s): 22 November in each year up to and including the Maturity Date. On 22 November 2024 HUF (short first coupon) 486 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): 22 November in each year thereafter (viii) Party responsible for calculating amounts payable: Paying Agent MBH Bank Nyrt. 1056 Budapest, Váci utca 38., (ix) Compound interest: 0.3644 per cent on 11.12.2025 (x) Other terms relating to the method of calculating interest for Fixed Rate Mortgage Bonds: None (xi) Gross yield Not Applicable 19 Floating Rate Mortgage Bond Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

  1. Issuer Call: Not Applicable 22. Investor Put: Not Applicable

  2. Zero Coupon Mortgage Bond Provisions Not Applicable

  3. Final Redemption Amount: HUF 10,000 per Specified Denomination

  1. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Base Prospectus of the Issue Program 2025- 2026 Condition IV.4.1.5(d)):

Base Prospectus of the Issue Program 2025-2026 Condition IV.4.1.5(d) is applicable

GENERAL PROVISIONS APPLICABLE TO THE MORTGAGE BONDS

  1. Representation of the Mortgage Covered

Bonds Holders: None

Not Applicable

  1. Additional Financial Centre(s) or other special

provisions relating to Payment Dates:

Not Applicable

  1. 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:

  2. Change of denomination Not Applicable

  3. Other final terms: Not Applicable

DISTRIBUTION

  1. If syndicated, names of Concorde Értékpapír Zrt. 1123 Budapest, Alkotás u. 55-

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.

  1. Stabilising Manager (if any): Not Applicable

  2. 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)

  1. Methods of public issuance: Auction

(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

  1. Potential investors: Resident and non-resident natural persons and institutional investors, limited partnerships

  2. Additional selling restrictions: Not Applicable

PROCEDURE

  1. Any clearing system(s) other than KELER and the relevant identification number(s):

Not Applicable

  1. Delivery: DVP

  2. Effectuation: Hungary

  3. Other paying Agent(s): Not Applicable

  4. 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:

[email protected]

MBH Mortgage Bank: 16801680-09014206

  1. Disbursements, place of payments: Pursuant to the point 4. (Disbursements) of the

section IV.4.1.4 (Terms and conditions of the covered mortgage bonds) of the Base Prospectus of the Issue

Program 2025-2026.

  1. ISIN code: HU0000653688

  2. Ticker code: MZJ29NF1

GENERAL INFORMATION

  1. Use of Proceeds: The Bank intends to allocate the net proceeds of the

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.

  1. Market making: MBH Investment Bank Zrt. is a binding market maker,

the other Managers are entitled but not obliged to act as a market maker for one year from the first day of

the listing

  1. 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.

  1. 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.

  1. Governing law: Hungarian law

OTHER CONDITIONS

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

  1. 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

  2. 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

  1. 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 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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