BASE PROSPECTUS DATED 6 May 2020
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BASE PROSPECTUS DATED 6 May 2020 OTP Bank Nyrt. (incorporated with limited liability in Hungary) €5,000,000,000 Euro Medium Term Note Programme Any notes (“Notes”) issued pursuant to this base prospectus (the “Base Prospectus”) under the Euro Medium Term Note Programme (the “Programme”) on or after the date of this Base Prospectus are issued subject to the provisions described herein. Under the Programme, OTP Bank Nyrt. (the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Notes. The aggregate principal amount of Notes outstanding under the Programme will not at any time exceed €5,000,000,000 (or the equivalent in other currencies), subject to increase as provided herein. This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the “CSSF”) as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) for the purpose of giving information with regard to the issue of Notes issued under the Programme described in this Base Prospectus during the period of 12 months from the date of approval of this Base Prospectus. This Base Prospectus comprises a base prospectus for the purpose of Article 8 of the Prospectus Regulation. Applications have been made to the Luxembourg Stock Exchange for the Notes to be admitted during the period of 12 months from the date of approval of this Base Prospectus to listing on the Official List of the Luxembourg Stock Exchange (the “Official List”) and to trading on the Luxembourg Stock Exchange’s regulated market (the “Market”). The Market is a regulated market for the purposes of Directive 2014/65/EU, as amended, on markets in financial instruments (“MiFID II”). References in this Base Prospectus to Notes being “listed” (and all related references) shall, unless the context otherwise requires, mean that such Notes have been admitted to the Official List and admitted to trading on the Market. The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation; such approval should not be considered as (a) an endorsement of the Issuer; or (b) an endorsement of the quality of any Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer. The Senior Preferred Notes and any Coupons (each as defined herein) relating thereto will constitute ordinary non-preferential debt for the purposes of the Ranking Legislation (as defined below). The Senior Non-Preferred Notes (as defined herein) and any Coupons relating thereto will constitute secondary non-preferential debt for the purposes of the Ranking Legislation. The Tier 2 Capital Notes (as defined herein) and any Coupons relating thereto will constitute subordinated non-preferential debt for the purposes of the Ranking Legislation. This Base Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the “EEA”) or the United Kingdom and/or offered to the public in the EEA or the United Kingdom other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the “Benchmark Regulation”). If any such reference rate does constitute such a benchmark, the applicable Final Terms (as defined below) will indicate whether or not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (“ESMA”) pursuant to Article 36 of the Benchmark Regulation. Not every reference rate will fall within the scope of the Benchmark Regulation. Transitional provisions in the Benchmark Regulation may have the result that the administrator of a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of the relevant Final Terms (or, if located outside the European Union (the “EU”) and the United Kingdom, recognition, endorsement or equivalence). The registration status of any administrator under the Benchmark Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the relevant Final Terms to reflect any change in the registration status of the administrator. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws, and may not be offered, sold or delivered within the United States (as defined in Regulation S (“Regulation S”) under the Securities Act), except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under “Risk Factors” herein. Arrangers and Dealers Société Générale Citigroup J.P. Morgan OTP BANK Corporate & Investment Banking Error! Unknown document property name. IMPORTANT NOTICES Final Terms/Drawdown Prospectus Each Tranche (as defined under “Overview of the Programme” below) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as completed by a document specific to such Tranche called final terms (the “Final Terms”) which will be delivered to the CSFF and, where listed, the Market or in a separate prospectus specific to such Tranche (the “Drawdown Prospectus”) as described under “Final Terms and Drawdown Prospectuses” below. Responsibility for this Base Prospectus The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer, the information contained in this Base Prospectus (or the relevant Final Terms, as the case may be) is in accordance with the facts and this Base Prospectus (or the relevant Final Terms, as the case may be) makes no omission likely to affect the import of such information. The Notes Notes may only be issued under the Programme which have a denomination of at least €100,000 (or its equivalent in any other currency at the relevant Issue Date). Each Tranche of Notes in registered form (“Registered Notes”) will be represented by either: (a) individual note certificates in registered form (“Individual Certificates”); or (b) one or more global note certificates (“Global Certificates”). Each Note represented by a Global Certificate will either be: (a) in the case of a Global Certificate which is not to be held under the new safekeeping structure (“NSS”), registered in the name of a common depositary (or its nominee) for Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg”) and/or any other relevant clearing system and the relevant Global Certificate will be deposited on or about the issue date with the common depositary and/or the sub-custodian; or (b) in the case of a Global Certificate to be held under the NSS, registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the relevant Global Certificate will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. Each Tranche of Notes in bearer form (“Bearer Notes”) will initially be in the form of either a temporary global note in bearer form (the “Temporary Global Note”), without interest coupons, or a permanent global note in bearer form (the “Permanent Global Note”), without interest coupons, in each case as specified in the relevant Final Terms. Each Temporary Global Note or, as the case may be, Permanent Global Note (each a “Global Note”) which is not intended to be issued in new global note (“NGN”) form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Tranche of Notes with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and each Global Note which is intended to be issued in NGN form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the relevant Tranche of Notes with a common safekeeper for Euroclear and/or Clearstream, Luxembourg. II Other relevant information This Base Prospectus must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. Certain information in this Base Prospectus has been extracted or derived from independent sources. Where this is the case, the source has been identified.