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Takarék Mortgage Bank Co Plc

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Takarék Mortgage Bank Co Plc TAKARÉK MORTGAGE BANK CO PLC GENERAL SHAREHOLDERS’ MEETING BUDAPEST 27 APRIL 2021 NOTICE ON CONVENING AN ANNUAL GENERAL MEETING Invitation for the shareholders of the Company Takarék Jelzálogbank Nyilvánosan Működő Részvénytársaság (registered seat: H-1117 Budapest, Magyar Tudósok körútja 9. G. épület; company registration number: 01-10-043638; registered by Company Registry Court of the Budapest-Capital Regional Court; hereinafter: Company) would lik e to draw the Valued Shareholders’ attention to the following: As a result of the deteriorating epidemiological situation, the Government of Hungary repeatedly introduced a state of emergency in Government Decree 478/2020 (XI.3.) on the declaration of the state of emergency. During the state of emergency introduced as a result of the emergency situation – in accordance with the regulations of Section 3 (1) of Government Decree 502/2020. (XI.16.) concerning the repeated introduction of the special provisions related to the operation of partnerships and capital companies – the decision-making body of a legal person, including a college of delegates or a section meeting, may not be convened in a way requiring the physical presence of members. According to Section 9(2) of the Government Decree, a public company limited by shares is required to publish on its website the invitation to the General Meeting, as well as any documents under Point b) of Paragraph (3) of Section 3:272 of the Civil Code, if on the date of entry into force of this regulation the invitation – or the documents under Point b) of Paragraph (3) of Section 3:272 of the Civil Code – have not been published, provided that the invitation must be published no later than 21 days prior to the General Meeting, and the documents under Point b) of Paragraph (3) of Section 3:272 of the Civil Code must be published no later than 8 days prior to the General meeting. The management of the public company limited by shares is entitled to make decisions on all issues included in the published agenda – including the Amendment of the Articles of Association – as well as on the issues specified in Paragraph (1) of Section 5. The management’s decision on the issues included in the published agenda may derogate from the proposed resolutions. The resolutions made by the Board of Directors within the scope of competence of the General Assembly must be published as defined by Section 3:279 of the Civil Code. Pursuant to Section 9(7) of the Government Decree, within a 30-day forfeiture period after the termination of the state of emergency, shareholders holding at least 1% of the votes may request a convention of the General Assembly for the purpose of retroactively approving General Assembly resolutions – included in the agenda – made by the Board of Directors during the time of the state of emergency. A convention of the General Assembly may be initiated by shareholders present in the share register of the public company limited by shares based on ownership compliance requested to be performed and conducted in connection with the General assembly included in the originally published invitation, or in the invitation published in accordance with this regulation. The provisions applicable to the share register entry prior to the General Assembly are to be applied to the ownership compliance conducted under the invitation and the share register entry. The invitation to the convention of the General Assembly shall be published within the expiry of the forfeiture period of 45 days from the receipt of the shareholders’ request. Budapest, 30 March 2021 Takarék Jelzálogbank Nyrt. Address: H-1117 Budapest, Magyar Tudósok körútja 9. G. épület Company registration number: 01-10-043638 Telephone number: +36 1452 9100 Budapest Metropolitan Court as Court of Registration E-mail: [email protected] Weboldal: www.takarekjzb.hu Takarék Jelzálogbank Nyilvánosan Működő Részvénytársaság (registered seat: H-1117 Budapest, Magyar Tudósok körútja 9. G. épület; company registration number: 01-10-043638; registered by Company Registry Court of the Budapest-Capital Regional Court; hereinafter: Company) fulfilling its statutory obligation, the Company notifies the shareholders and investors of the Company that on 30 March 2021, the Board of Directors of the Company made a decision on convening the meeting of the Board of Directors of the Company acting within the scope of competence of the General Assembly. The Board of Directors of the Company convenes its meeting acting within the competence of the General Assembly as set out below: Date of the meeting: 27 April 2021 (Tuesday), 10:00 a.m. Place of the meeting: the registered seat of the Company H-1117 Budapest, Magyar Tudósok körútja 9. G épület (Infopark) Agenda of the meeting: 1. Report by the Board of Directors regarding the Company’s business activities, wealth, business policy and management in 2020, including the separate business report and separate financial statements as defined in the International Financial Reporting Standards (IFRS) for 2020, decision on the use of earnings after tax, the report of the Board of supervisors on the Company's 2020 separate financial statements and separate business report as defined in the IFRS; the report of the Audit Committee on the Company's 2020 separate financial statements and separate business report as defined in the IFRS; the report of the accountant on the Company's 2020 separate financial statements and separate business report as defined in the IFRS; 2. Decision for senior officers concerning the granting of indemnification establishing the compliance of their management activities in the business year of 2020 3. Election and determination of the remuneration of the Company's auditor 4. Approving the Corporate Governance Report 5. Granting authorization of the Board of Directors to acquire own shares Publication of presentations and draft proposals for the General Meeting In accordance with the provisions of the Articles of Association relating to the publication of the announcements of the Company and the contents of Government Decree 502/2020 (XI.16.) concerning the repeated introduction of the special provisions related to the operation of partnerships and capital companies during the state of emergency, the Board of Directors of the Company will publish the summary of the presentations relating to the items on the agenda and the draft proposals on the Company’s official website (www.takarekjzb.hu), the electronic announcement forum operated by the Central Bank of Hungary (www.kozzetetelek.hu) and the official website of the Budapest Stock Exchange (www.bet.hu) at least 8 (eight) days prior to the General Assembly, in Hungarian and in English. Takarék Jelzálogbank Nyilvánosan Működő Részvénytársaság Takarék Jelzálogbank Nyrt. Address: H-1117 Budapest, Magyar Tudósok körútja 9. G. épület Company registration number: 01-10-043638 Telephone number: +36 1452 9100 Budapest Metropolitan Court as Court of Registration E-mail: [email protected] Weboldal: www.takarekjzb.hu MEETING OF THE BOARD OF DIRECTORS IN PLACE OF THE GENERAL MEETING - 27 TH OF APRIL 2021 PROPOSAL For Agenda Item No. 1. For the year 2020 Separate financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union a. Acceptance of the business report b. Approval of the financial statements c. Decision on the allocation of the profit after taxation MEETING OF THE BOARD OF DIRECTORS IN PLACE OF THE ANNUAL GENERAL MEETING 27 TH OF APRIL 2021 PROPOSAL FOR RESOLUTION a) The Board of Directors of the Company, acting under the authority of the General Meeting, approves the Individual Business Report of the Company for 2020 in accordance with the International Financial Reporting Standards (“IFRS”) adopted by the European Union. b) The Board of Directors of the Company, acting under the authority of the General Meeting, approves the Company's financial statements for 2020 in accordance with the International Financial Reporting Standards (“IFRS”) adopted by the European Union (Separate Statement of Financial Position, Separate Comprehensive Income Statement, Notes). The Board of Directors of the Company Acting under the authority of the General Meeting, the Company states: • the balance sheet total in HUF 612,141 million • the profit for the current year in the amount of HUF 2,373 million. c) The Board of Directors of the Company acting under the authority of the Annual General Meeting accepts the proposal for the allocation for the profit after taxation: Shares – Series “A” for financial year ended 2020 no dividend is declared Shares – Series “B” for financial year ended 2020 no dividend is declared Shares – Series “C” for financial year ended 2020 no dividend is declared the Company places the profit of the current year of 2020 in the profit reserve and forms the general reserve according to the law, HUF 237 million. 2 TAKARÉK MORTGAGE BANK PLC. BUSINESS REPORT FOR 2020 Budapest, April 6, 2021 ANNUAL REPORT FOR THE YEAR 2020 TABLE OF CONTENTS 1 Overview of Takarék Mortgage Bank PLC. ................................................................................................................. 3 2 The macroeconomic environment in 2020 .................................................................................................................. 5 2.1 The Hungarian economy in 2020 ........................................................................................................................... 5 2.2 The banking sector
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