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Base Prospectus 2011

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Base Prospectus 2011 BASE PROSPECTUS OTP MORTGAGE BANK LTD. (OTP JELZÁLOGBANK ZÁRTKÖR ŰEN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG ) (incorporated with limited liability in the Republic of Hungary) EUR 3,000,000,000 Euro Mortgage Securities Programme for the issuance of Hungarian Mortgage Bonds and Mortgage Notes (jelzáloglevelek ) unconditionally and irrevocably guaranteed by OTP BANK Plc. (incorporated with limited liability in the Republic of Hungary) Under this EUR 3,000,000,000 Euro Mortgage Securities Programme (the Programme), OTP Mortgage Bank Ltd. ( OTP Jelzálogbank Zártkörűen Működő Részvénytársaság) (the Issuer) may from time to time issue Hungarian Mortgage Bonds (the Mortgage Bonds ) and Mortgage Notes (the Mortgage Notes, being together with the Mortgage Bonds, the Mortgage Securities) (jelzáloglevelek) denominated in any currency agreed from time to time between the Issuer and the relevant Dealer (as defined below). The Mortgage Bonds will be issued in dematerialised registered form. The Mortgage Notes will be issued in bearer form. The payments of all amounts due in respect of the Mortgage Securities will be unconditionally and irrevocably guaranteed by OTP Bank Plc. (the Guarantor) pursuant to an Irrevocable Payment Undertaking dated 7 July 2010 (as amended or supplemented from time to time, the Irrevocable Payment Undertaking), the form of which is set out herein. See " Form of Irrevocable Payment Undertaking" herein. The maximum aggregate nominal amount of all Mortgage Securities from time to time outstanding under the Programme will not exceed EUR 3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement), subject to increase as described herein. An investment in the Mortgage Securities involves certain risks. For a discussion of these risks, see " Risk Factors" beginning on page 12 of this Base Prospectus. The Mortgage Securities may be issued on a continuing basis to one or more of the Dealers specified under " General Description of the Programme" and to any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Mortgage Securities being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Mortgage Securities. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities ( loi relative aux prospectus pour valeurs mobilières) to approve this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Mortgage Securities issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Mortgage Securities, interest (if any) payable in respect of Mortgage Securities, the issue price of Mortgage Securities and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under " Terms and Conditions of the Mortgage Bonds " or "Terms and Conditions of the Mortgage Notes ", respectively) of Mortgage Securities will be set out in final terms (the Final Terms) which, with respect to Mortgage Securities to be listed on the Official List of the Luxembourg Stock Exchange, will be filed with the CSSF. The Programme provides that Mortgage Securities may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Mortgage Securities and/or Mortgage Securities not admitted to trading on any market. The rating of certain Series of Mortgage Securities to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to relevant Series of Mortgage Securities will be issued by a credit rating agency established in the European Union and registered under Regulation (EU) No 1060/2009 (the CRA Regulation) will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. The Issuer and the Guarantor may agree with any Dealer that Mortgage Securities may be issued in a form not contemplated by the Terms and Conditions of the Mortgage Bonds or the Terms and Conditions of the Mortgage Notes, respectively set out herein, in which event (in the case of Mortgage Securities intended to be listed or admitted to trading or publicly offered) a supplement to the Base Prospectus, if appropriate, may be made available which will describe the terms and conditions of, and the effect of the agreement reached in relation to, such Mortgage Securities. Joint Arrangers BNP PARIBAS DEUTSCHE BANK Dealers BNP PARIBAS CITI CRÉDIT AGRICOLE CIB CREDIT SUISSE DEUTSCHE BANK DZ BANK AG HSBC THE ROYAL BANK OF SCOTLAND The date of this Base Prospectus is 7 February 2011. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive). The expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. The Issuer and the Guarantor (the Responsible Persons) accept responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. References in this Base Prospectus to Mortgage Securities being listed (and all related references) shall mean that such Mortgage Securities have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been listed on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Refere nce" below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. This Base Prospectus may only be used for the purposes for which it has been published. BNP Paribas and Deutsche Bank Aktiengesellschaft, in their capacity as Joint Arrangers, and the other Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Programme. Neither the Dealers nor the Agent accept any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer or the Guarantor in connection with the Programme. 2 No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Mortgage Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Mortgage Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Mortgage Securities should purchase any Mortgage Securities. Each investor contemplating purchasing any Mortgage Securities should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Mortgage Securities constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor or any of the Dealers to any person to subscribe for or to purchase any Mortgage Securities. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Mortgage Securities shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Programme or to advise any investor in the Mortgage Securities of any information coming to their attention.
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