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Unicredit — Capital/Financing Update 2025
Sep 19, 2025
4272_rns_2025-09-19_f1144751-cd9b-4646-91cc-550af1a9cea0.pdf
Capital/Financing Update
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16 September 2025
UNICREDIT JELZÁLOGBANK ZRT.
Public placement of the UCJBF 2031/B Mortgage Bond, registered type, dematerialized, fixed coupon within the framework of the HUF 180 billion Mortgage Bond and Unsecured Bond Issue Program for 2025-2026
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.
| (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/B | |
| (ii) Tranche Number: | 001 | ||
| (3) | Issue Currency: | HUF | |
| (4) | Aggregate Nominal Value: | ||
| (i) Series (UCJBF 2031/B): | Not applicable | ||
| (i) Planned Tranche Size |
HUF 10,000,000,000 | ||
| (UCJBF 2031/B-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/B): |
Not applicable | ||
|---|---|---|---|
| (ii) Planned Tranche Size | 1,000,000 pieces. | ||
| (UCJBF 2031/B-001): | Each mortgage bond has a face value of HUF 10,000 |
||
| 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/B-001 | 30 September 2025 | ||
| (ii) Interest Commencement Date: | |||
| UCJBF 2031/B-001 | 2 October 2025 | ||
| (iii)Settlement Date: | |||
| UCJBF 2031/B-001 | 2 October 2025 | ||
| (iv) Value Date: | 2 October 2025 | ||
| UCJBF 2031/B-001 | |||
| (8) | Maturity Date: | 22 October 2031 | |
| (9) | Remaining maturity: | 2 October 2025 - 22 October 2031 | |
| (10) | Interest Basis: | Fix rate, 6,50% | |
| The first interest rate period is longer than one year, therefore the coupon for the first period is HUF 686 for each HUF 10,000 Mortgage Bond. |
|||
| The coupon to be paid on other payment dated is the yearly coupon. |
|||
| (11) | Basis of Redemption/Redemption at maturity: | Nominal Value | |
| (12) | Type of Issue: | Public placement | |
| (13) | (i) Listing on the Budapest Stock Exchange: | The Issuer requests the listing of Mortgage Bonds on the Budapest Stock Exchange (Krisztina körút 55., Budapest 1013) earliest on 3 October 2025 |
|
| (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 22 October, commencing on 22 October 2026 till the Maturity Date (22 October 2031) UniCredit Bank Hungary Zrt., as Paying |
|||
| of Interest and Interest Amount(s): | Agent | |||
| (iv) Rate of Interest: | Fix rate, 6,50% The first interest rate period is longer than one year, therefore the coupon for the first period is HUF 686 for each HUF 10,000 Mortgage Bond. |
|||
| The coupon to be paid on other payment dated is the yearly coupon. |
||||
| (v) Accrued Interest: | The accrued interest is 0,00% on 2 October 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 |
| (24) | Type of Mortgage Bonds: | Registered type 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 |
DISTRIBUTION
| (28) | Mode of distribution: | Auction | |
|---|---|---|---|
| ------ | ----------------------- | --------- | -- |
- (29) Guarantor: Not applicable
- -
-- (iii) Maximal Issue Yield: Not applicable
- (iv) Minimal Issue Price / Issue Price: Not applicable
-
(v) Issue Yield: Not applicable
-
-
-
(30) Mode and place of auction: Budapest Stock Exchange (1013 Budapest, Krisztina körút 55.) The auction will be executed on the auction module of the MMTS1 Trading System of Budapest Stock Exchange.
(i) Time of auction: 30 September 2025, 10:00-11:00 (AM)
(ii) Places of auction: Budapest Stock Exchange (1013 Budapest, Krisztina körút 55.)
(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 the Budapest Stock Exchange at the time which was announced at the related Public Offering. The allocation will be made in accordance with the decision and regulation with the Nr. 237/2025 of the Budapest Stock Exchange.
(viii) Non-competitive bids/orders: Not Applicable. There is no noncompetitive 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 (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 on its own website and on the website of the Budapest Stock Exchange 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.
The bidder pays in to the security account kept at UniCredit Bank Hungary
(1054 Budapest, Szabadság tér 5-6.)
Not applicable
H-KE-III-542/2025 (7 August 2025)
(23 April, 2025)
(23 April, 2025)
Board Decision No. 24/2025
Board Decision No. 24/2025
(1074 Budapest, Rákóczi út 70-72.)
UniCredit Jelzálogbank Zrt.
Not applicable
20 million during the whole tenor of the Mortgage Bond - of issue are bore by
Zrt.
(ii) Procedure related to the exercise of preemptive rights, the transferability of subscription rights and the management of unexercised subscription rights
OPERATIONAL CONDITIONS
- (32) Separated deposit account number of the Issuer:
- (33) Places of payment: UniCredit Bank Hungary Zrt.
- (34) (i) The number and date of the license granted by the Central Bank (Magyar Nemzeti Bank) to the issue
- (ii) The resolution of the Issuer about the approval of the issue
- (iii) The resolution of the Issuer about the listing on the Budapest Stock Exchange:
- (35) ISIN: HU0000653878
- (36) Series number: UCJBF 2031/B-001
- (37) Credit of Mortgage Bonds: On security account
- (38) Central Clearing House and Depository: KELER Zrt.
- (39) Issue costs paid by: All costs expectedly not exceeding HUF
- (40) Fees and cost accounted by Lead manager /Dealer and paid by investors
GENERAL INFORMATION
(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. (42) Expected net proceeds from the auction: Expected net cost of the issue: Function of the net auction price Not exceeds the 1% of the nominal value of the issued tranche. 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:
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/B mortgage bond, HU0000653878
- 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 7, 2025
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 |
2024.06.30. not audited |
2025.06.30. not audited |
|
|---|---|---|---|---|
| Net interest income | 5,951 | 5,917 | 2,913 | 2,646 |
| Net fee and commission income |
-438 | -450 | -209 | -237 |
| Net impairment loss on financial assets |
127 | -294 | 0 | -170 |
| Net trading income | -1,351 | 102 | 152 | -83 |
| Operating profit | 4,145 | 5,579 | 2,856 | 2,326 |
| Net profit or loss | 3,260 | 4,101 | 2,207 | 1,509 |
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 |
2024.06.30. not audited |
2025.06.30. not audited |
|
|---|---|---|---|---|
| Total assets | 427,026 | 412,891 | 422,703 | 431,318 |
| Senior debt | 386,952 | 373,627 | 381,747 | 394,184 |
| Subordinated debt | 0 | 0 | 0 | 0 |
| Loans and receivables from customers (net) |
2,144 | 1,759 | 2,041 | 1,594 |
| Deposits from customers | 127 | 113 | 114 | 115 |
| Total equity | 23,050 | 23,955 | 21,897 | 21,223 |
| Non-performing loans (based on net carrying amount)/Loans and receivables) |
284 | 227 | 242 | 177 |
| Common Equity Tier 1 capital (CET1) ratio |
148.94% | 142.27% | 150.82% | 148.48% |
| Total Capital Ratio | 148.94% | 142.27% | 150.82% | 148.48% |
| Leverage Ratio calculated under applicable regulatory framework |
4.62% | 15.81% | 16.53% | 13.85% |
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 of changes in the regulatory environment; (ii) risk that the Issuer may be burdened with heavy tax obligations; (iii) risk of maintaining interest rate freeze; (iv) risks associated with the change of the economic and business environment, systemic risk, USA customs; (v) interest rate risk; (vi) exchange rate risk; (vii) liquidity risk; (viii) further risk factors related to the regulatory environment; (ix) risks arising from the early repayment of loans; (x) risks arising from developments in the macroeconomic environment and market risk; (xi) credit risk; (xii) risks arising from market competition; (xiii) general legal risks;(xiv) renewal risk.
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: HU0000653878
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: 2 October 2025 - 22 October 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 Where will the securities be traded?
An application will be submitted for the admission of the Mortgage Bonds to trading on the Budapest Stock Exchange.
3.3 Is there a guarantee attached to the securities?
3.3.1 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.
3.3.2 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.
3.3.3 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).
3.3.4 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 of changes in the regulatory environment; (ii) risk that the Guarantor may be burdened with heavy tax obligations; (iii) risk of maintaining interest rate freeze; (iv) risks associated with the change of the economic and business environment, systemic risk, USA customs; (v) interest rate risk; (vi) exchange rate risk; (vii) liquidity risk; (viii) further risk factors related to the regulatory environment; (ix) risks arising from the early repayment of loans; (x) risks arising from developments in the macroeconomic environment and market risk; (xi) credit risk; (xii) risks arising from market competition; (xiii) general legal risks;(xiv) renewal risk.
3.4 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) primary market risk; (ii) exchange rate risk; (iii) risk of market yield movements; (iv) Mortgage Bonds issued at a significant discount or premium; (v) risk associated with the absence of a secondary market; (vi) credit rating risk; (vii) risk arising from non-homogeneous taxation; (viii) risks arising from the subordination level of the Mortgage Bonds
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: 30 September 2025, 10:00-11:00 (AM). Auction bids may be submitted by domestic legal entities and companies without legal personality, private individuals, as well as, in compliance with applicable domestic and foreign laws, foreign legal entities, companies without legal personality and private individuals. These persons may submit auction bids exclusively through the mediation of the exchange member Lead Manager with the appropriate trading rights. 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.