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Unicredit Capital/Financing Update 2025

Aug 6, 2025

4272_rns_2025-08-06_d444d647-dce1-41d6-ad94-50ccb5f48c2f.pdf

Capital/Financing Update

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5 August 2025

UNICREDIT JELZÁLOGBANK ZRT.

Public placement of the UCJBF 2031/A Mortgage Bond, registered type, dematerialized, fixed coupon within the framework of the HUF 180 billion Mortgage Bond and Unsecured Bond

Issue Program for 2024-2025

Present document is the Final Terms of the Mortgage Bonds above. Terms below were defined in the Base Prospectus, approved on 19 September 2019. Present Final Terms were prepared on the basis of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EK (Prospectus Regulation). Present Final Terms are to be read together with the Base Prospectus and its amendments concerning Mortgage Bonds and Unsecured Bonds listed on the Budapest Stock Exchange. The summary was prepared in line with the Article 7 of the Prospectus Regulation and it is considered as an appendix to the present Final Terms. The Base Prospectus and its appendices in line with the Article 21 of the Prospectus Regulation can be read at the homepages of the Issuer (http://www.jelzalogbank.hu), the Lead Manager (http://www.unicreditbank.hu), the Budapest Stock Exchange (http://www.bet.hu) and (http://kozzetetelek.mnb.hu).

The Central Bank, with its licence H-KE-III-539/2022 dated September 12, 2022, authorized UniCredit Jelzálogbank Zrt. with regard to its mortgage bonds to be issued in the future the use of the "European covered bond logo" and the "European (premium) covered bond logo". So, regarding the securities to be issued by the Issuer, the regulations in the Act XXX of 1997 on Mortgage Loan Companies and on Mortgage Bonds and in Article 129 of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (CRR) are met. As a result, the mortgage bonds being issued under this Final Terms will also qualify as premium category.

Notice!

The Base Prospectus which was approved by the resolution No. H-KE-III-574/2022 of the National Bank of Hungary dated on 26th September 2022 will expire on 26th September 2023.

According to Article 8(11) of the Prospectus Regulation an offer of securities to the public may continue after the expiration of the base prospectus under which it was commenced provided that a succeeding base prospectus is approved and published no later than the last day of validity of the previous base prospectus.

In line with regulations set out in Article 21 of the Prospectus Regulation the new Base Prospectus succeeding the Base Prospectus approved by the resolution No. H-KE-III-433/2024 of the National Bank of Hungary dated on 14th August 2024 will be published at the homepages of the Issuer (http://www.jelzalogbank.hu), the Lead Manager (http://www.unicreditbank.hu), the Budapest Stock Exchange (http://www.bet.hu) and at the webpage operated by National Bank of Hungary (http://kozzetetelek.mnb.hu).

Please note that if the National Bank of Hungary approves the Base Prospectus of UniCredit Jelzálogbank Zrt for 2025-2026 on or before 14th August 2025, then the Base Prospectus, approved by the resolution No. H-KE-III-433/2024 of the National Bank of Hungary dated on 14th August 2024, will be expired and lose its effect on the date of the approval decision of the Central Bank.

The right of withdrawal according to Article 23(2) of the Prospectus Regulation is granted to those investors who had already agreed to purchase or subscribe for the securities during the validity of the Base Prospectus approved by the resolution No. H-KE-III-433/2024 of the National Bank of Hungary dated on 14th August 2024, except where the securities had already been delivered to the investors.

(1) (i) Issuer: UNICREDIT JELZÁLOGBANK ZRT.
1054 Budapest, Szabadság tér 5-6.
(ii) Guarantor UniCredit Bank Hungary Zrt.
1054 Budapest, Szabadság tér 5-6.
(2) (i) Series: UCJBF 2031/A
(ii) Tranche Number: 001
(3) Issue Currency: HUF
(4) Aggregate Nominal Value:
(i) Series (UCJBF 2031/A): Not Applicable
(i)
Planned Tranche Size
HUF 10,000,000
(UCJBF 2031/A-001): The Issuer reserves the right to accept or
reject any or all bids
or declare the
auction to be unsuccessful
(5) Minimal Issue Price: Not Applicable
(6) Number of Mortgage Bonds / Nominal Value:
(i)
Series (UCJBF 2031/A):
Not Applicable
(ii) Planned Tranche Size 1,000 pieces.
(UCJBF 2031/A-001): The Issuer reserves the right to accept
or reject any or all bids or declare the
auction to be unsuccessful
(7) (i) Issue Date:
UCJBF 2031/A-001 12 August 2025
(ii) Interest Commencement Date:
UCJBF 2031/A-001 14 August 2025
(iii)Settlement Date:
UCJBF 2031/A-001 14 August 2025
(iv) Value Date:
UCJBF 2031/A-001 14 August 2025
(8) Maturity Date:
(9) Remaining maturity: 23 July 2031
14 August 2025 - 23 July 2031
(10) Interest Basis: Fix rate, 7,00%
The first interest rate period is shorter
than one year, therefore the coupon for
the first period is HUF 658 for each HUF
10,000 Mortgage Bond.
(11) Basis of Redemption/Redemption at maturity: Nominal Value
(12) Type of Issue: Public placement
(13) (i) Listing on the Budapest Stock Exchange: Not Applicable
(ii) Other trading venues where, to the best of
the Issuer's knowledge, securities of the
same class as the Mortgage Bonds are
already traded
Not Applicable
(14) Mode of Issue: Auction
Place of Issue: Hungary
(15) Contributors:

(i) Lead Manager, Stock Introductor, Market Maker, Paying Agent:

UniCredit Bank Hungary Zrt. (1054 Budapest, Szabadság tér 5-6.); LEI Code: Y28RT6GGYJ696PMW8T44; Phone number: (+36 1) 428 8512

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

(16) Provisions relating to Fixed Rate Mortgage
Bonds
Applicable
(i) Business Day Convention: Following Business Day Convention
(ii) Interest Payment Date(s):
(iii) Party responsible for calculating the Rate(s)
Yearly on 23 July, commencing on 23
July 2026 till the Maturity Date (23 July
2031)
UniCredit Bank Hungary Zrt., as Paying
of Interest and Interest Amount(s): Agent
(iv) Rate of Interest: Fix rate, 7,00%
The first interest rate period is shorter
than one year, therefore the coupon for
the first period is HUF 658 for each HUF
10,000 Mortgage Bond.
(v) Accrued Interest: The
accrued
interest
is
0,00%
on
14 August 2025, that is HUF 0,00 for
each HUF 10,000 Mortgage Bond.
(vi) Day Count Fraction: Actual/Actual (ICMA)
(vii) Determination Date(s) Not Applicable
(viii) Other method of calculating Interest for
Fixed Rate Mortgage Bonds:
Not Applicable
(17) Provisions relating to Floating Rate
Mortgage Bonds
Not Applicable
(18) Provisions relating to Zero Coupon Mortgage
Bonds
Not Applicable
(19) Provisions
relating
to
Indexed
linked
Mortgage Bonds
Not Applicable
PROVISIONS RELATING TO REDEMPTION
(20) Issuer Call before maturity: Not allowed
(21) Investor Put before maturity: Not allowed
(22) Redemption Value of Mortgage Bonds at
maturity:
Nominal Value of Mortgage Bonds
(23) Early Redemption Amount and Date: Not Applicable

GENERAL CONDITIONS RELATING TO MORTGAGE BONDS

(25) Form of Mortgage Bonds: Dematerialised Mortgage Bonds, and the
Document summarising the conditions of
these
(26) Other provisions or special conditions: Not Applicable
(27) Re-purchase According
to
Mortgage
Bank
Act
Mortgage Bonds repurchased by the
Issuer cannot be placed again.
DISTRIBUTION
(28) Mode of distribution: Auction
(29) Guarantor: Not Applicable
(30) Mode and place of auction: UniCredit
Bank
Hungary
Zrt.
(1054 Budapest, Szabadság tér. 5-6.)
Telephone: (+36) 1 428-8512.
(i)
Time of auction:
12 August 2025, 10:00-11:00 (AM)
(ii)
Places of auction:
UniCredit
Bank
Hungary
Zrt.
(1054 Budapest, Szabadság tér 5-6.)
Phone: (+36) 1 428-8512
(iii) Maximal Issue Yield: Not Applicable
(iv)
Minimal Issue Price / Issue Price:
Not Applicable
(v)
Issue Yield:
Not Applicable
(vi)
Upper Limit / Oversubscription:
The Issuer reserves the right to accept
or reject any or all bids or declare the
auction to be unsuccessful
(vii)
Allocation type and date:
The auction and allocation will be
accomplished
by
UniCredit
Bank
Hungary Zrt at the time which was
announced
at
the
related
Public
Offering.
If more than one order is placed on the
same yield and not all of them can be
satisfied, an allocation will take place,
during which the Mortgage Bonds will
be distributed among investors based
on
the
principle
of
proportional
distribution
(viii)
Non-competitive bids/orders:
Not Applicable. There is no non
competitive section in this case.
(ix)
Place and mode of announcement:
The
Issuer
shall
publish
all
announcements
(Public
Offerings,
Final Terms, Result of the Auction,
etc.) and the Base Prospectus on the
homepages
of
the
Issuer

4

(www.jelzalogbank.hu),
the
Lead
Manager (www.unicreditbank.hu), the
Budapest
Stock
Exchange
(www.bet.hu)
and
the
Hungarian
National Bank (kozzetetelek.mnb.hu).
(x)
Announcement time:
The issuer will publish and announce
the auction results at auction day.
(31) (i) Selling restrictions: Followings are allowed to participate
at the auctions of Mortgage Bonds:
resident
private
individuals,
non
resident
private
individuals
with
restrictions determined in the Base
Prospectus,
legal
entities
and
corporations without legal personality.
(ii) Procedure related to the exercise of pre
emptive rights, the transferability of subscription
rights and the management of unexercised
subscription rights
Not Applicable
OPERATIONAL CONDITIONS
(32) Separated deposit account number of the
Issuer:
The bidder pays in to the security
account
kept
at
UniCredit
Bank
Hungary Zrt.
(33) Places of payment: UniCredit
Bank
Hungary
Zrt.
(1054 Budapest, Szabadság tér 5-6.)
(34) (i)
The number and date of the license
H-KE-III-433/2024
granted by the Central Bank (Magyar
Nemzeti Bank) to the issue
(14 August 2024)
(ii)
The number and date of the licences
H-KE-III-685/2024
granted by the Central Bank of Hungary to
the Amendment
No.
1
of
the
Base
Prospectus
(1 October 2024)
(iii) The number and date of the licences H-KE-III-338/2025
granted by the Central Bank of Hungary to
the Amendment
No.
2
of
the
Base
Prospectus
(23 May 2025)
(iv) The resolution of the Issuer about the
approval of the issue
Board Decision No. 35/2024
(25 April, 2024)
(v) The resolution of the Issuer about the listing Board Decision No. 35/2024
on the Budapest Stock Exchange: (25 April, 2024)
(35) ISIN: HU0000653852
(36) Series number: UCJBF 2031/A-001
(37) Credit of Mortgage Bonds: On security account
(38) Central Clearing House and Depository: KELER Zrt.
(1074 Budapest, Rákóczi út 70-72.)

(40) Fees and cost accounted by Lead manager /Dealer and paid by investors

GENERAL INFORMATION

  • (42) Expected net proceeds from the auction: Expected net cost of the issue:

Use of proceeds Not Applicable

  • (43) Applicable law Hungarian law
  • (44) Other dealer(s): Not Applicable
  • (45) Distribution period in case of other dealers Not Applicable
  • (46) Additional conditions set by the Issuer regarding consent in line with the second subparagraph of Article 5(1) of the Prospectus Regulation and the (a) point of Article 23 of Prospectus Implementing Regulation:

(41) Rating Moody's Investors Service rating agency assigned definitive 'A1' longterm ratings to the mortgage bonds issued by UniCredit Jelzálogbank Zrt on 29th September, 2021.

HUF 20 million during the whole tenor of the Mortgage Bond - of issue are bore by UniCredit Jelzálogbank Zrt.

Function of the net auction price

Not exceeds the 1% of the nominal value of the issued tranche.

Not Applicable

-

  • Not Applicable

(47) Type of suretyship On the 2nd of November 2017 an Irrevocable Payment Undertaking was published by the Guarantor, in relation, among other things, to any payment obligation due under all the outstanding and future debt securities issued by the Issuer. (including Mortgage Bonds issued under the Program)

Issuer:

UNICREDIT JELZÁLOGBANK ZRT.

________________________ ___________________________

________________________ ___________________________

Lead Manager

UNICREDIT BANK HUNGARY ZRT.

Annex – Summary of the issue

PART 1 – INTRODUCTION AND WARNINGS

This Summary should be interpreted as an introduction to the Base Prospectus. Any decision to invest in the Mortgage Bonds and Unsecured Bonds should be based on a consideration of the Base Prospectus as a whole by the investor, including the information incorporated by reference into the Base Prospectus. The Issuer is not liable for damages with regard to the Summary and to its translation, if any, unless the Summary or its translation is misleading, inaccurate, or inconsistent with other parts of the Base Prospectus, or fails to include the key information under Regulation (EU) 2017/1129. Where a claim relating to the information contained in the Base Prospectus, including in any documents incorporated by reference into the Base Prospectus, or to the information contained in any supplement to the Base Prospectus, is brought before a court in a Member State of the European Economic Area, the plaintiff might, under the national law of the Member State concerned, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.

Unless defined otherwise, the terms used in this Summary have the meanings assigned to them by the Base Prospectus. The information contained in this Summary is not exhaustive. The contents of the Summary are based on other parts of the Base Prospectus and should be read in conjunction with the information contained therein.

This Summary includes the warning that the investor could lose all or part of the invested capital.

  • 1.1 Name and ISIN of the securities: UCJBF 2031/A mortgage bond, HU0000653852
  • 1.2 Identity and contact details of the Issuer, including its LEI: UniCredit Jelzálogbank Zrt.; 1054 Budapest, Szabadság tér 5-6.; LEI code: 213800DW1L62N1BADM49
  • 1.3 Identity and contact details of the distributor, including its LEI: UniCredit Bank Hungary Zrt.; 1054 Budapest, Szabadság tér 5-6.; Cg. 01-10-041348; LEI code: Y28RT6GGYJ696PMW8T44
  • 1.4 Identity and contact details of the competent authority approving the Base Prospectus: National Bank of Hungary; 1054 Budapest, Szabadság tér 8-9.; +36 (1) 428 2600
  • 1.5 Date of approval of the Base Prospectus: August 14, 2024

PART 2 – THE ISSUER

  • 2.1 Who is the issuer of the securities?
    • 2.1.1 Name of the Issuer:

Domicile, legal form, and legal entity identifier of the Issuer, the law under which it operates and its country of incorporation: The Issuer is a mortgage bank operating as a specialised credit institution within the meaning of Act XXX of 1997 on Mortgage Loan Companies and on Mortgage Bonds (Mortgage Banks Act), and was established by Bayerische Vereinsbank AG on 8 June 1998 with a registered capital of HUF 3,000,000,000 and its registered seat at H-1054 Budapest, Szabadság tér 5–6, LEI: 213800DW1L62N1BADM49. The Issuer is registered by the Metropolitan Court acting as Company Court under company registration number 01-10-043900.

  • 2.1.2 Issuer's principal activities: The Issuer's principal activity is the issue of mortgage bonds and unsecured bonds that typically provide medium and long-term funding for its own and refinanced loan portfolios. Mortgage loans are primarily secured by first-ranked mortgages, independent liens or seceded liens registered on the financed property located in the territory of Hungary.
  • 2.1.3 Issuer's major shareholders: Within UniCredit Group, since 22 December 2006, the Issuer's sole shareholder has been UniCredit Bank Hungary Zrt.
  • 2.1.4 Identity of key managing directors: Árpád Borbély, Attila Csáky, Attila Tamási, Viktor Juhász, PhD (board members)
  • 2.1.5 Identity of statutory auditors: KPMG Hungária Könyvvizsgáló, Adó- és Közgazdasági Tanácsadó Kft

2.2 Key financial information regarding the Issuer:

2023.12.31.
IFRS audited
2024.12.31.
IFRS audited
2023.06.30.
not audited
2024.06.30.
not audited
Net interest income 5,951 5,917 2,746 2,913
Net fee and commission
income
-438 -450 -212 -209
Net impairment loss on
financial assets
127 -294 -314 0
Net trading income -1,351 102 -973 152
Operating profit 4,145 5,579 1,561 2,856
Net profit or loss 3,260 4,101 719 2,207

1 Issuer's profit and loss statement (data in HUF million)

2 Issuer's statement of financial position (data in HUF million)

2023.12.31.
IRFS audited
2024.12.31.
IRFS audited
2023.06.30.
not audited
2024.06.30.
not audited
Total assets 427,026 412,891 439,982 422,703
Senior debt 386,952 373,627 393,536 381,747
Subordinated debt 0 0 0 0
Loans and receivables from
customers (net)
2,144 1,759 2,294 2,041
Deposits from customers 127 113 140 114
Total equity 23,050 23,955 20,535 21,897
Non-performing loans (based
on net carrying
amount)/Loans and
receivables)
284 227 482 242
Common Equity Tier 1
capital (CET1) ratio
148.94% 142.27% 149.23% 150,82%
Total Capital Ratio 148.94% 142.27% 149.23% 150,82%
Leverage Ratio calculated
under applicable regulatory
framework
4.62% 15.81% 4.37% 16,53%

The Auditor has issued an unqualified opinion on the Issuer's financial statements prepared for 2023 and 2024 under the International Financial Reporting Standards (IFRS).

2.3 What are the key risks associated with the issuer?

Specific factors may influence the ability of the Issuer to meet its liabilities outstanding in respect of the Mortgage Bonds and Unsecured Bonds issued under the Programme. These factors include, in particular, the following risk factors pertaining to the Issuer: (i) risk factors related to the amendment of Act CLXII of 2009 on Consumer Credit; (ii) risk of changes in the regulatory environment; (iii) risk that the Issuer may be burdened with heavy tax obligations; (iv) economic and political risks arising from conflicts in the region; (v) risks resulting from the non-fulfilment of Hungary's obligations associated with European Union membership; (vi) risks associated with the change of the economic and business environment and systemic risk; (vii) interest rate risk; (viii) exchange rate risk; (ix) liquidity risk; (x) risks arising from the early repayment of loans; (xi) risks arising from developments in the macroeconomic environment; (xii) credit risk; (xiii) risks arising from market competition; (xiv) renewal risk; (xv) operational risk; (xvi) risk associated with the level of available capital; (xvii) risks associated with the value and enforcement of real estate collateral; (xviii) risks affecting profitability due to the government decree regulating the interest rate of mortgage loan contracts tied to the reference interest rate.

PART 3 – SECURITIES

3.1 What are the main features of the securities?

3.1.1 Type, class, ISIN of the securities:

The Mortgage Bonds are registered dematerialized securities. ISIN of Mortgage Bonds: HU0000653852

3.1.2 Currency, denomination, par value, the number of securities issued and the term of the securities:

Currency of the securities: HUF

Denomination of the securities: HUF 10,000

Total par value of the securities: Not Applicable

Number of securities issued: Not Applicable

Term of the securities: 14 August 2025 - 23 July 2031

3.1.3 Rights attached to the securities:

The Mortgage Bonds represent the direct, unconditional and unsubordinated liabilities of the Issuer, which are secured by collateral under Sections 14 and 14/A of the Mortgage Bank Act.

3.1.4 Relative seniority of the securities in the Issuer's capital structure in the event of insolvency:

In the event of the Issuer's liquidation or in enforcement proceedings against the Issuer, under Sections 20–21 of the Mortgage Bank Act the liabilities arising from the Mortgage Bonds take precedence over the Issuer's any other unsecured and unsubordinated liabilities outstanding from time to time, as follows: The liquidation of mortgage banks shall be governed by the provisions relating to the liquidation of credit institutions, except that following the settlement of the costs referred to in Subsection 20(5) of the Mortgage Bank Act, primary or substitutional collateral entered on the collateral registry book and the assets of the Mortgage Bank, in particular the part of its liquid assets that is equivalent to the unsecured portion of the claims arising from mortgage bonds, may be used solely for the satisfaction of liabilities to the holders of the Mortgage Bonds, and, in respect of any derivative transactions used as collateral, to the counterparties of such transactions. In enforcement proceedings against mortgage banks, Act LIII of 1994 on Judicial Enforcement shall be applicable, except that in respect of the assets of the mortgage bank that have been entered on its collateral registry book as primary or substitutional collateral, and in respect of the part of the assets of the mortgage bank, comprising in particular liquid assets, that is equivalent to the unsecured portion of the claims arising from mortgage bonds, judicial enforcement may only demanded by holders of the Mortgage Bonds, and, in respect of any derivative transactions used as collateral, by the counterparties of such transactions, up to the amount of their respective claims. The Mortgage Bonds, including any non-contractual obligations arising therefrom and the interpretation of those obligations, shall be governed by the Hungarian laws and regulations as in effect from time to time.

Under Subsection 58(1)(c) of Act XXXVII of 2014, the scope of a bail-in measure that may be applied in the event of the Issuer's resolution may not include Mortgage Bonds.

3.1.5 Restrictions on the free transferability of the securities:

The Mortgage Bonds are transferred by debiting the seller's securities account and simultaneously crediting the Mortgage Bonds to the buyer's securities account. In the event of Mortgage Bonds being transferred, the regulations that the provider servicing the central securities account has in place from time to time may apply restrictions and locked periods with a binding effect on Mortgage Bond holders in respect of the transmission of the rights attached to the Mortgage Bonds in the context of transfers between the consolidated securities accounts serviced by account providers.

3.2 Is there a guarantee attached to the securities?

3.2.1 Brief description of the nature and scope of the guarantee:

On 2 November 2017, UniCredit Bank Hungary Zrt. (the Guarantor) issued a statement (Statement) offering a Payment Undertaking (Payment Undertaking) for any and all of the Issuer's payment obligations arising from the debt securities issued by the Issuer and specified in the Statement as being in circulation as well as from those to be issued by it in the future, from the credit facilities and loan agreements also referred to in the Statement, and from interbank deposits (collectively: Debt Instruments). Under the Statement, the Guarantor is bound by the Payment Undertaking in relation to any payment obligations due under Debt Instruments of Issuer. The Guarantor has undertaken to assume liability to the holders of the Debt Instruments (Holder) in the event of the Issuer's failure to fulfil, as and when due, any of its payment obligations arising in respect of any of the Debt Instruments, based on the holder's written demand, as laid down in the Statement. Subject to the terms of the Statement, the holders of claims outstanding in respect of a Debt Instrument falling due may, at their discretion, seek to enforce their claims against the Issuer, the Guarantor, or both. Subject to the terms of the Statement, the obligation of the Guarantor will be aligned with the claims outstanding in respect of the Debt Instrument. Under the Statement, the Guarantor unconditionally and irrevocably undertakes the obligation to pay on the written demand of any holder of any Debt Instrument any amount (whether principal, interest, or any other amounts payable pursuant to the documentation of the Debt Instrument) which is due but remains unpaid by Issuer on the due date as set out in the respective terms and conditions of the relevant Debt Instrument. UniCredit Bank may withdraw its obligation under this Payment Undertaking by publishing an adequate notification to the Holders. In case of Holders of bonds and mortgage bonds such notification will appear on the website of UniCredit Mortgage Bank (www.jelzalogbank.hu) in the "investor information part". In case of Holders as lenders or their successors/assignees notification will also appear on the website of UniCredit Mortgage Bank and UniCredit Mortgage Bank moreover shall send a notification directly to all known lenders or their successors/assignees in written form. UniCredit Bank Hungary Zrt. will not have any obligation under this Payment Undertaking in respect of the mortgage bonds and bonds issued-, or credit lines provided, loans disbursed, interbank deposits made later than 30 (thirty) days after the publication of the withdrawal notice on the website of UniCredit Mortgage Bank. However, notwithstanding the expiry of the Payment Undertaking pursuant to this Section this Payment Undertaking shall remain in full force and effect with respect to all Debt Instruments outstanding at the time of such expiry and may not be terminated until all amounts which may be or become payable by UniCredit Bank under or in connection with such Debt Instruments have been irrevocably paid in full.

3.2.2 Brief description of the Guarantor: UniCredit Bank Hungary Zrt.; H-1054 Budapest, Szabadság tér 5–6; registered by the Company Court of Budapest-Capital Regional Court under company registration number 01-10-041348; LEI: Y28RT6GGYJ696PMW8T44.

3.2.3 Key financial information regarding the Guarantor:

2023.12.31.
IFRS audited
2024.12.31.
IRFS audited
Net interest income 156,487 139,409
Net fee and commission
income
57,778 70,256
Net impairment loss on
financial assets
6,535 909
Net trading income 12,685 21,458
Operating profit 226,955 231,133
Net profit or loss 91,941 80,303

1 Guarantor's profit and loss statement (data in HUF million)

2 Guarantor's statement of financial position (data in HUF million)

2023.12.31.
IFRS audited
2024.12.31.
IFRS audited
Total assets 5,102,858 5,194,313
Senior debt 1,157,322 1,154,709
Subordinated debt 52,116 55,795
Loans and receivables from
customers (net)
2,184,057 2,290,288
Deposits from customers 3,041,603 3,209,794
Total equity 478,609 485,448
Non-performing loans (based
on net carrying
amount)/Loans and
receivables)
47,020 56,354
Common Equity Tier 1
capital (CET1) ratio
21.94% 21.90%
Total Capital Ratio 25.06% 25.08%
Leverage Ratio calculated
under applicable regulatory
framework
7.92% 7.83%

The Auditor has issued an unqualified opinion on the Guarantor's financial statements prepared for 2023 and 2024 under the International Financial Reporting Standards (IFRS).

3.2.4 Brief description of the most material risk factors pertaining to the guarantor:

Specific factors may influence the ability of the Guarantor to meet its liabilities outstanding in respect of the Mortgage Bonds and Unsecured Bonds issued under the Programme. These factors include in particular the following risk factors pertaining to the Guarantor: (i) risk factors related to the amendment of Act CLXII of 2009 on Consumer Credit; and risks and systemic risks arising from changes in the economic or business environment; (ii) risk of changes in the regulatory environment; (iii) economic and political risks arising from conflicts in the region, (iv) risks resulting from the nonfulfilment of Hungary's obligations associated with European Union membership, (v) risks affecting profitability due to the government decree regulating the interest rate of mortgage loan contracts tied to the reference interest rate.

3.3 What are the key risks that are specific to the securities?

Investments in the Mortgage Bonds are not covered either by deposit insurance under the National Deposit Insurance Fund, or by protection provided under any other similar guarantee such as the Investor Protection Fund. The key risks associated with the structure of specific Series of Mortgage Bonds are as follows: (i) at the discretion of the Issuer, the auction bids for the Mortgage Bonds might not or might only partially be accepted by the Issuer; (ii) exchange rate risk; (iii) risk of market yield movements; (iv) risk associated with the absence of a secondary market; (v) credit rating risk; and (vi) risks associated with the legal aspects of the investment and the fact that the Mortgage Bonds may not be suitable for all investors.

PART 4 – KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC

4.1 Under which conditions and timetable can I invest in this security?

Timetable of the offer: 12 August 2025, 10:00-11:00 (AM). The Issuer applies for the admission of the Mortgage Bonds to trading on the Budapest Stock Exchange. Total estimated cost of the offering (including the costs charged by the Issuer to investors): all of the costs associated with the placement are borne by UniCredit Jelzálogbank Zrt., and are likely to remain within HUF 20,000,000 during the entire term of the Mortgage Bonds.

4.2 Why is this Base Prospectus being produced?

The Base Prospectus includes a base prospectus prepared according to Article 8 of the Prospectus Regulation and to Article 25 of the Supplementing Regulation of the Prospectus Regulation as well as an voluntary prospectus according to Article 4 of the Prospectus Regulation, based on which, as part of the Programme the Issuer seeks to place on the market, publicly or privately as the case may be, Exchange Traded Mortgage Bonds and Unsecured Bonds, Public Mortgage Bonds and Unsecured Bonds, and Private Mortgage Bonds and Unsecured Bonds. The Issuer intends to place Mortgage Bonds and Unsecured Bonds on the market based upon the voluntary prospectus for Investors under Article 1 (4) (a) and (c) respectively (d).

4.2.1 Use and estimated net amount of the proceeds:

The estimated amount of the proceeds from the sale of the Mortgage Bonds will depend on the net price achieved at auction.

The Programme has been designed for the Issuer to raise funds periodically through the placement of Mortgage Bonds and Unsecured Bonds. By executing Mortgage Bond and Unsecured Bond placements as part of the Programme, the Issuer raises forint and foreign currency funds in the capital market so that it may offer its customers loans that are predictable over the long term and bear interest at competitive rates, while enabling eligible customers to maximise their benefit from public interest rate subsidies. Additionally, raising long-term funds by means of the placements executed as part of the Programme also enables the Issuer to improve its structural liquidity situation. A further business objective of individual placements within the Programme is to provide the Issuer with funds to purchase the greatest possible volume of performing receivables from the loans granted by the commercial banks that are parties to cooperation agreements with the Issuer for the purchase of independent liens. The funds raised through Mortgage Bond and Unsecured Bond placements help the Issuer to maintain and improve the balanced structure of its assets and liabilities

4.2.2 Offer is subject to an underwriting agreement on a firm commitment basis: Not applicable.

4.2.3 Description of any material conflict of interest pertaining to the offer or the admission to trading:

There is no conflict of interest pertaining to the offer or the admission to trading.