Commentary & Deal Flow

Launched: 10.5NC5.5: €1bn @ MS+187bp - Books above €3.75bn
Book Update: >€2.5bn (excl JLM)
IPTs: MS+220bp area

• Issuer: OTP Bank Nyrt
• LEI: 529900W3MOO00A18X956
• Issuer/Counterparty Ratings: A3 (Moody’s Counterparty) / BBB (S&P) / BBB+ (Scope)
• Exp. Issue Ratings: Ba1 (Moody's) / BB+ (Scope)
• 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: €1bn
• 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)
• Final Terms: €1bn at MS+187bp
• Books Subject: At 12:50 CET
• 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
• Advertisement: This communication is an advertisement - it is not a prospectus. The Base Prospectus and any supplements are available at https://www.otpgroup.info/investor-relations/capital-market/issues and the Final Terms, when published, will be available at https://www.otpgroup.info/investor-relations/capital-market/issues.
• 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