Status of the Notes: Direct, unsecured, unguaranteed and subordinated Tier 2 Fixed Rate Reset Notes which rank: (i) junior to all Senior Claims; (ii) pari passu amongst themselves and other Tier 2 Capital Notes; and (iii) senior to (A) obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 1 Capital, (B) all obligations which rank, or are expressed to rank, pari passu with such obligations described in (A), (C) the claims of holders of all classes of share capital of the Issuer and (D) any obligations that otherwise rank junior to the Tier 2 Capital Notes
Format: Reg S, Registered Notes
Currency: €
Issue Size: Benchmark
Tenor: 10.5NC5.5
Maturity Date: 24-Dec-36 (10.5-year)
Reset Date: 24-Dec-31 (5.5-year)
Settlement Date: 24-Jun-26 (T+6)
Pricing Date: 16-Jun-26
IPTs: MS+220bps area
Issuer’s Par Call Option: At any time during the 6-month period prior to (and including) the Reset Date, all, but not some only, of the Notes, subject to (including but not limited to) prior Supervisory Permission, at par together with any accrued and unpaid interest thereon
Issuer’s Clean-up Call Option: If, at any time, 75% or more of the principal amount outstanding of the Notes originally issued have been redeemed or purchased and subsequently cancelled, the Issuer may, subject to (including but not limited to) prior Supervisory Permission, redeem all (but not some only) of the remaining outstanding Notes at their principal amount together with any accrued and unpaid interest thereon
Coupon: Interest on the Notes will be payable annually in arrear at a rate per annum equal to (i) [●]%, from (and including) the Interest Commencement Date to (but excluding) the Reset Date and (ii) the sum of the applicable Reset Reference Rate and the Margin, from (and including) the Reset Date to (but excluding) the Maturity Date
Substitution / Variation: Subject to (including but not limited to) prior Supervisory Permission, if a Tax Event or a Capital Disqualification Event has occurred or will occur, the Issuer may at any time substitute all (but not some only) of the Notes or vary the terms of all (but not some only) of the Notes, without the consent of the Holders, so that they become or remain Qualifying Tier 2 Securities, or give effect to the exercise of the Bail-in Tool by the Relevant Regulator
Redemption upon a Tax Event or Capital Disqualification Event: Yes, all but not some only, subject to prior regulatory approval
Use of Proceeds: General corporate purposes
Documentation: Issuer's €7,000,000,000 EMTN Programme; Base Prospectus dated 27-May-26, and supplemented on the 11-Jun-26
Denominations/Listing: €100,000 x €1,000 / Luxembourg Stock Exchange (Regulated Market) and Hong Kong Stock Exchange
Governing Law: The Notes shall be governed by English law, except for the provisions of the Notes relating to status, ranking, subordination of the Notes and waiver of set-off which shall be governed by, and shall be construed in accordance with, the laws of Hungary
Acknowledgement of Statutory Loss Absorption Powers: Each Holder acknowledges and accepts that a liability arising under the Notes may be subject to the exercise of the Bail-In Tool by the Relevant Regulator
Joint Lead Managers: Citi, Erste Group (B&D), J.P. Morgan, Morgan Stanley, OTP Bank, Société Générale
Clearing: Euroclear and Clearstream, Luxembourg
ISIN / Common Code: XS3406852536 / 340685253
Timing: Books open, today's business
IFI Participation: The Issuer has received an expression of interest from an international financial institution ("IFI"), which may, at its discretion, elect to place an order to participate in the offering as an investor