Takarek Jelzálogbank : Takarék Mortgage Bank Co Plc. - Articles of Associations

TAKARÉK MORTGAGE BANK CO PLC.'S

STATUTES

19 December, 2022

Preamble

Takarék Mortgage Bank Co Plc. (hereinafter referred to as "Company") is the specialised credit institution member of the group of undertakings ("MKB Banking Group") defined in the relevant decision of the Magyar Nemzeti Bank ("MNB") concerning the undertakings of MKB Bank Plc. (registered seat: H-1056 Budapest, Váci u. 38., company registration number: Cg. 01-10-040952;; "MKB Bank"), as parent company, subject to consolidated supervision. Based on the relevant decision of the MNB, pursuant to Act CCXXXVII of 2013 on Credit Institutions and Financial Enterprises ("Credit Institutions Act"), MKB Bank is deemed to be a credit institution parent company responsible for the compliance of the MKB Banking Group with the requirements set out in the Credit Institutions Act and Regulation (EU) No 575/2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012 on a consolidated basis.

In addition, as member of the Central Organisation of Integrated Credit Institutions ("Integration Organisation "), the Company pursues activity in accordance with the provisions of its operating licence, as a credit institution defined in Act CXXXV of 2013 on the Integration of Credit Institutions Set Up As Cooperative Societies and on the Amendment of Regulations Relating to the Economy ("Cooperative Credit Institutions Act").

1. COMPANY NAME, SCOPE OF ACTIVITY, REGISTERED SEAT, DURATION

1. Name of Company: Takarék Jelzálogbank Nyilvánosan Működő Részvénytársaság, abbrevi-
   ated name: Takarék Jelzálogbank Nyrt.
   English name of the Company: Takarék Mortgage Bank Co. Plc
2. Type of Company:
3. 1. Among financial institutions the Company is a mortgage loan company, as special- ised credit institution.
4. Scope of activities of the Company
5. 1. Main activity according to the Statistical Classification of Economic Activities
      (TEÁOR'08)
      64.92'08 Other credit granting
   2. Additional activities
      6499'08 Other financial service activities n.e.c. 6619'08 Other activities auxiliary to financial services
   3. Based on licence No. 345/1998 of the supervisory authority, the Company has the right to engage in only the following activities subject to Section 3 of Act XXX of
      1997 on Mortgage Loan Companies and Mortgage Bonds on a commercial basis:
   4. 1. acceptance of repayable funds from the public, not including deposit collection,
      2. lending of money subject to collateral secured with real property lo- cated in the territory of Hungary or a member state of the EEA,

2

1. provision of mortgage-free loans subject to a joint and several guaran- tee,
2. undertaking of guarantees and bank guarantees, and other bank under- takings,
3. commercial activity relating to interest rate swap, and currency swap transactions serving as collateral for the exchange rate risk of foreign exchange funds.

1.4 The registered seat of the Company: H-1117 Budapest, Magyar Tudósok körútja 9. G. épület

The Company may establish branch offices (establishments and branches) and foreign bank representations.

1.4.1 Premises of the Company:

H-1117 Budapest

Magyar Tudósok körútja 9. G. ép.

1.5 Duration of the Company: The Company has been established for an indefinite term.

2. SHARE CAPITAL AND SHARES

1. Share capital
2. 1. The share capital of the Company equals HUF 10,849,030,000 (ten billion eight hundred and forty-nine million thirty thousand forints), consisting entirely of con- sideration in cash.
   2. The share capital of the Company comprises of 108,490,300, (one hundred and eight million four hundred and ninety thousand three hundred shares) ordinary shares of series "A" with a nominal value of 100 HUF (one hundred Hungarian forints) each.
   3. The shares of the Company are issued as dematerialised securities in compliance with legislation relating to securities.
3. Share register
4. 1. The Board of Directors manages a share register on the shareholders of the Com- pany with content defined in Section 3:245 of Act V of 2013 on the Civil Code
      ("Civil Code") and Section 136 of the Credit Institutions Act. The Board of Direc- tors shall be entitled to subcontract maintaining the register of shareholders. The fact of such engagement and data on the engaged person shall be published. The shareholder may exercise shareholder rights after registration in the share register. It should be possible to determine data deleted from the share register.
   2. For the General Meeting and company events involving payments the Company shall request shareholder compliance from KELER Ltd. In relation to shareholder compliance, the registrar of the share register shall delete all data in the share reg- ister in effect at the time of shareholder compliance and simultaneously register therein data in conformity with the result of shareholder compliance. The general

3

rules of procedure of KELER Ltd. in force are applicable to the rules of shareholder compliance.

2.3 Transfer of shares

2.3.1 The transfer of Company shares shall take effect upon registration of the new share- holder or of the nominee shareholder regulated in Sections 151-155 of Act CXX of 2001 on the Capital Market ("Capital Market Act") in the share register. If acquisition of a shareholding in the Company is bound to official authorisation, the nominee shareholder may only be registered with the shareholder in the share reg- ister.

3. BODIES OF THE COMPANY AND THEIR OPERATION

3.1 General Meeting

1. The supreme body of the Company is the General Meeting.
   The General Meeting shall be convened at least thirty (30) days before its starting date by invitation (notice) published in accordance with Clause 8. The General Meeting may be convened to a place other than the registered seat of the Company to ensure the widest possible attendance by the largest number of shareholders.
2. For the General Meeting, as company event, the Company shall request share- holder compliance from KELER Ltd. The date (reporting date) of shareholder com- pliance shall be between the 7th (seventh) and 5th (fifth) stock market trading days (including such days) prior to the General Meeting.
3. At 6 (six) p.m. Budapest time on the second business day prior to the General Meeting, the Company shall delete all data in the share register in effect at the time of shareholder compliance and simultaneously register therein data in conformity with the result of shareholder compliance, and close the same together with the data of shareholder compliance ("General Meeting Closing of the Share Regis- ter"). Thereafter, data relating to the shareholding of a shareholder may be regis- tered in the share register on the business day following the General Meeting at the earliest.
4. The Company shall publish the following at least twenty-one (21) days before the General Meeting:
5. 1. aggregate data relating to the number of shares and share of voting rights existing at the time of convening;
   2. proposals relating to agenda items, Supervisory Board reports and pro- posed resolutions relating to these;
   3. forms used for voting by way of a representative if these are not directly sent to shareholders.
6. Simultaneously with publication of General Meeting materials, the Company shall send by electronic means the General Meeting invitation, and the proposals and proposed resolutions related thereto to the shareholders who have notified their such request in advance to the Company in writing. Notification of such request shall be valid indefinitely during the validity of shareholder status until withdrawn

4

in writing. Company communication sent by e-mail shall be deemed received by the shareholder on the date of sending.

1. The business integration management organisation and the Integration Organisa- tion shall be notified of the General Meeting concurrently with publication of the invitation. The invitation, and proposals and related materials concerning the agen- das, if any, shall be attached to such notification. Where necessary, management of the Integration Organisation may call on the Company to draw up written pro- posals relating to agenda items specified by the Integration Organisation, not in- cluding any proposals, within 5 days from notification. Representatives of the business integration management organisation and the Integration Organisation may attend the Company's General Meeting in an advisory capacity.
2. The General Meeting may also be held if not or not regularly convened, and is attended by all shareholders who unanimously consent to holding the meeting. Res- olutions adopted at an irregularly convened or held General Meeting, which are therefore invalid, shall become valid retroactively from the date of adoption if these are unanimously recognised as valid by all shareholders within thirty (30) days from the date of the General Meeting.
3. Adoption of resolutions on matters not listed on the agenda is permitted only in the presence of all eligible shareholders if they unanimously consented to discussion of matters not included on the agenda.
4. The General Meeting has a quorum if shareholders representing more than half of votes incorporated by voting shares are in attendance. If the General Meeting lacks a quorum, a repeated General Meeting shall be convened on a date not more than twenty-one (21) days after the original date concerning matters on the original agenda. The repeated General Meeting shall have a quorum irrespective of the number of attendees.
5. The General Meeting invitation shall include the following:
6. 1. name and registered seat of the Company;
   2. time and place of the General Meeting;
   3. agenda of the General Meeting;
   4. means of holding the General Meeting;
   5. conditions prescribed in the Statutes hereunder for exercising voting rights;
   6. if the General Meeting lacks a quorum, place and time of the repeated General Meeting;
   7. conditions for exercising rights relating to supplementing the agenda, and
   8. place for accessing the original and complete text of draft resolutions and documents to be submitted to the General Meeting.

5