Corporate Governance Senior management and executive members of the Board of Directors1 of OTP Bank

Dr. Sándor Csányi Dr. Zsolt Barna László Bencsik Chairman & CEO General Deputy CEO Chief Strategy and Finance Officer Group Governance Strategy and Finance Division and Operations Division

He graduated from the College of His professional carrier started at the In 1996, Mr. László Bencsik graduated Finance and Accountancy in 1974 State Financial and Capital Market from the Faculty of Business Admin- with a bachelor’s degree in business Supervisory Commission. During his istration at the Budapest University administration and in 1980 from the supervisory career, he went through of Economic Sciences, and in 1999 Karl Marx University of Economic the professional rankings and became he obtained a Master’s in Business Sciences with a degree in economics, a managing director of the Financial Administration (MBA) from INSEAD where he also got his doctorate in and Capital Market Supervisory Business School in France. Between 1983. He is an economist with a spe- Directorate. In this position, he was 1996 and 2000 he worked as a con- cialisation in finance, and a certified managing the supervision of banks sultant at Andersen Consulting (now auditor. After graduation, he worked and banking groups. Between 2006 Accenture). From 2000 to 2003 he at the Revenue Directorate and then and 2010, he was a member and was a project manager at consulting at the Secretariat of the Ministry of permanent invitee to the CESR’s, firm McKinsey & Company. He joined Finance, after which, between 1983 CEBS’s leading bodies and special- OTP Bank in 2003, when he became and 1986, he was a departmental ized in professional committees. managing director of the Bank head at the Ministry of Agriculture and He has been working for OTP Group Operations Management Directorate, Food Industry. From 1986 to 1989, since 2010 and during that time he and the manager with overall he worked as a head of department became the Chairman of the Board responsibility for controlling and at Magyar Hitel Bank. He was deputy of Directors of CKB Bank in Monte- planning. He has been deputy CEO of CEO of K&H Bank from 1989 to 1992. negro, where he was leading the OTP Bank, and head of the Strategy He has been Chairman & CEO of reorganization of the company. and Finance Division, since August OTP Bank Plc. since 1992. He is the Vice Following several managerial 2009. Since 13 March 2012 he has Chairman of the Board of Directors positions within OTP Group, been Chairman of the Supervisory of MOL Plc., Co-Chairman of the between 8th June 2016 and 31st Board of DSK Bank. National Association of Entrepre- August 2018 he fulfilled the position As of 31 December 2018 he held neurs and Employers (VOSZ), of the Chairman and the CEO 39,105 ordinary OTP shares. and Co-Chairman of the Chinese- of OTP Real Estate Investment Fund Hungarian Business Council. He has Management Ltd. At the same time, been Chairman of the Hungarian starting from September 2016 to Football Association (MLSZ) since 31st August 2018 he took over the July 2010, and a member of the UEFA position of the Chairman of the Executive Committee since March Board of Directors of OTP Fund 2015. Since April 2017, he has been Management Pte. Ltd. In 2017 and a member of the FIFA Council. 2018 he directed the integration of In February 2018 he was elected OTP Bank’s Croatian subsidiaries. He Vice President of FIFA and in Feb- fulfils the position of the Chairman of ruary 2019 Vice President of UEFA. the Supervisory Board of OTP Real As of 31 December 2018 he held Estate Ltd. since 10th September 740,667 ordinary OTP shares (while 2018. Since 1st September 2018 he the total number of OTP shares held has been the General Deputy CEO in by him directly and indirectly was charge of OTP Bank’s Group 3,425,995). Governance and Operations Division. As of 31 December 2018 he held no ordinary OTP shares.

1 The members of the Board of Directors are elected by the General Meeting for a term of five years.

284 OTP Bank Annual Report 2018 Tibor András Johancsik György Kiss-Haypál Antal György Kovács László Wolf Deputy CEO Deputy CEO Deputy CEO Deputy CEO IT and Bank Operations Division Credit Approval and Retail Division Commercial Banking Division Risk Management Division BoD Member BoD Member

Mr. Tibor András Johancsik graduated György Kiss-Haypál is a qualified Antal György Kovács graduated from László Wolf graduated from the Karl from the Budapest Technical Univer- economist. He graduated from the the Karl Marx University of Economic Marx University of Economic Sciences sity with a degree in electrical engi- Budapest University of Economic Sciences with a degree in economics. in 1983. After graduation, he worked neering in 1988, and then in 1993 Sciences in 1996. He started his He began his professional career in at the Bank Relations Department of earned a further degree in foreign career as a project finance analyst 1990 at the Nagyatád branch of K&H the National Bank of Hungary for trade business administration from for Budapest Bank Plc., and by 2007 Bank, where he worked as a branch 8 years, and then served as head of the College of Foreign Trade. he had been appointed head of the manager between 1993 and 1995. Treasury at BNP-KH-Dresdner Bank He began his professional career bank’s risk management depart- He has been working at OTP Bank Plc. between 1991 and 1993. From April at as a researcher in the field of ment. Between 2002 and 2006 he since 1995, first as a county director 1993 he was managing director of industrial automation at the also worked in Ireland as corporate and from 1998 as the managing OTP Bank’s Treasury Directorate, and Hungarian Academy of Sciences credit risk portfolio manager for GE director of OTP Bank’s South Trans- since 1994 he has been Deputy CEO Institute for Computer Science and Consumer Finance, and in Austria as danubian Region. Since 1 July 2007 of the Commercial Banking Division. Control (MTA SZTAKI). From 1994 GE Money Bank’s consumer loans he has served as OTP Bank’s Deputy Member of DSK Bank’s Supervisory onwards he held management portfolio manager. From 2015 he CEO. He has received additional Board. He has been Chairman of the positions at the Hungarian subsidi- was deputy head of the Credit training at the International Training Board of Directors of OTP banka aries of international IT development Approval and Risk Management Centre for Bankers and on various Srbija since 10 December 2010. companies (ICL, Unisys, Cap Gemini). Division of OTP Bank Plc., and was courses held by the World Trade He has been the Chairman of the From 2001 he worked as an advisor then appointed acting head of the Institute. Between April 2007 and Supervisory Board of OTP Real in the fields of IT and organisational Division. Since 3 May 2017, he has April 2012 he was Chairman of the Estate Ltd. between 30th June 2014 development, then from 2003, as been deputy CEO of the Credit Supervisory Board of OTP banka and 9th September 2018. He has managing director of JET-SOL Kft., Approval and Risk Management Hrvatska d.d. He has been Chairman been a member of OTP Bank’s Board he participated in the development Division. He has been chairman of the Supervisory Board of OTP Bank of Directors since 15 April 2016. of numerous systems in Hungary of the Board of Directors at Romania SA since 12 December 2012. As of 31 December 2018 he held and abroad. Since 24 February 2016 OTP Factoring Ltd. since 1 Septem- He has been Chairman of the Board of 605,029 ordinary OTP shares. he has been Deputy CEO in charge of ber 2017. Directors of OTP Mortgage Bank Ltd. OTP Bank’s IT and Bank Operations As of 31 December 2018 he held and OTP Building Society Ltd. since Division. Since 1st April 2016 he has 20,131 ordinary OTP shares. 24 April 2014. He is Chairman of the been the Chairman of the Super- Supervisory Board of OTP Fund visory Board of Monicomp Ltd. Management and OTP Mobile Kft. As of 31 December 2018 he held From 2004 to 14 April 2016 he was 8,558 ordinary OTP shares. a member of OTP Bank’s Super- visory Board. He has been a member of OTP Bank’s Board of Directors since 15 April 2016. As of 31 December 2018 he held 27,263 ordinary OTP shares.

Corporate governance 285 Non-executive members of the Board of Directors of OTP Bank

Mihály Baumstark Dr. Tibor Bíró Tamás Erdei BSc Agricultural Business College Associate Professor BSc Business Administration Administration, MSc Economics

Mihály Baumstark graduated with a Dr. Tibor Bíró graduated with a Tamás Erdei graduated in 1978 with degree in agricultural business bachelor’s degree in business a degree from the College of Finance administration at Gödöllő University administration from the College of and Accounting. He began his pro- of Agriculture (1973), and went on to Finance and Accountancy (1974) and fessional career at OTP, in a variety do a masters in economics at the received a further degree from the of administrative roles (his last posi- Karl Marx University of Economic Karl Marx University of Economics tion was branch manager), before Science (1981). He was employed by (1978). He has been a certified audi- going on to work at the Ministry of the Ministry of Agriculture and Food tor and chartered accountant since Finance in the area of bank super- Industry between 1978 and 1989. 1986. He was the Head of the Finan- vision. Since 1983 he has been When he left the Ministry he was cial Department of the City Council of employed by the Hungarian Foreign deputy head of the Investment Policy Tatabánya from 1978 to 1982. From Trade Bank (today MKB), where he Department. After this he was man- 1982, he was a professor at the gradually worked his way up through aging director of Hubertus Bt., and College of Finance and Accounting, the ranks. In 1985 he became from 1999 to 2011 he was deputy and between 1990 and 2013 head of managing director, in 1990 he was CEO and then Chairman & CEO of department at the Budapest Business appointed deputy CEO, then in 1994 Villányi Winery Ltd. (now Csányi School. Since his retirement in 2015, he was made CEO, and from 1997 Winery Ltd.). He is currently retired. he has been a visiting lecturer, and until the end of March 2012 he was He was a member of OTP Bank’s working actively in his auditing and Chairman & CEO. Between 1997 and Supervisory Board from 1992 to consulting company. From 2000 2008, and between 2009 and 2011, 1999, and has been a non-executive onwards, for a period of ten years, he was the elected president of the member of OTP Bank’s Board of he was a member of the Presidium Hungarian Banking Association. Directors since 1999. He has been of the Budapest branch of the He is the chairman of the Supervisory Chairman of OTP Bank’s Ethics Chamber of Hungarian Auditors, Board of the International Children’s Committee since 2010, as well as a and also worked as a member Űof Safety Service. He has been a mem- member of its Remuneration the Chamber’s Education Committee ber of OTP Bank’s Board of Directors Committee since 2011, and of its for five years. He has been a non- since 27 April 2012. He has been Nomination Committee since 2014. executive member of OTP Bank’s a member of OTP Bank’s Risk As of 31 December 2018 he held Board of Directors since 1992. He Assumption and Risk Management 54,000 ordinary OTP shares. has been a member of OTP Bank’s Committee, and of its Nomination Remuneration Committee since Committee, since 2014. 2009, and of its Nomination As of 31 December 2018 he held Committee since 2014. 9,639 ordinary OTP shares. As of 31 December 2018 he held 24,956 ordinary OTP shares.

286 OTP Bank Annual Report 2018 Dr. István Gresa Dr. Antal Pongrácz Dr. László Utassy Dr. József Vörös PhD Business Administration PhD Economics Chairman & CEO Professor, academician and Economics Merkantil Bank Zrt. University of Pécs

Dr. István Gresa graduated from the Dr. Antal Pongrácz graduated from Dr. László Utassy graduated from Dr. József Vörös earned a degree College of Finance and Accountancy the Karl Marx University of Economic the Faculty of Law of Eötvös Loránd in economics from the Karl Marx in 1974 and received a degree in Sciences in 1969 and earned a PhD University in Budapest in 1978. University of Economic Sciences economics from the Karl Marx Uni- from there in 1971. From 1969 he He held various positions at the in 1974. In 1984 he earned a PhD versity of Economic Sciences in 1980. worked as an analyst at the Petro- State Insurance Company between in economics from the Hungarian He earned a PhD from the University chemical Investment Company, then 1978 and 1995 and then went on Academy of Sciences, and a Doctor of Economic Sciences in 1983. as a group manager at the Revenue to work at ÁB-Aegon Rt. He was of Science degree in 1993. He has He has worked in the banking sector Directorate until 1975. From 1976 he Chairman & CEO of OTP Garancia been a member of the Hungarian since 1989. Between 1989 and 1993 held various executive positions at Insurance from 1996 to 2008. He Academy of Sciences since 2013. he was branch manager of Budapest the Ministry of Finance. After that, he was managing director of OTP Bank Between 1990 and 1993 he was the Bank’s Zalaegerszeg branch. From was the first Deputy Chairman of the between 2009 and 2010. Since dean of the Faculty of Business and 1993 he was director of OTP Bank’s State Office for Youth and Sports. 1 January 2011 he has been Chair- Economics, Janus Pannonius Uni- Zala County Directorate, and from Between 1988 and 1990 he was the man & CEO of Merkantil Bank Ltd. versity (JPTE) in Pécs. In 1993 he 1998 he served as the managing first Deputy CEO of OTP Bank. He has been a member of OTP Bank’s attended a course in management director of the bank’s West Trans- Between 1991 and 1994 he was CEO, Board of Directors since 2001. He for senior executives at Harvard danubian Region. From 1 March 2006 and then Chairman & CEO, of the has been a member of OTP Bank’s University. From 1994 he was a until 14 April 2016 – when he retired – European Commercial Bank Rt. Risk Assumption and Risk Manage- professor at JPTE, and was the he was deputy CEO of the Credit Between 1994 and 1998 he was ment Committee since 2014. Since senior Vice Rector of the University Approval and Risk Management Chairman & CEO of Szerencsejáték 4th April 2018 he has been the from 2004–2007, between 2007 and Division. Between 2006 and 2017 Rt, then in 1998–1999 he served as Chairman of the Board of Directors 2011 he was chairman of the Board he was also Chairman of the Board CEO of Hungarian flagship carrier, of Merkantil Real Estate Leasing Ltd. of Trustees. He has been a non- of Directors at OTP Factoring Ltd. He Malév. Since 2001 he has been As of 31 December 2018 he held executive member of OTP Bank’s has been a member of OTP Bank’s managing director of OTP Bank’s 208,792 ordinary OTP shares. Board of Directors since 1992. He Board of Directors since 27 April 2012. Staff Division and more recently has been Chairman of OTP Bank’s As of 31 December 2018 he held – up until his retirement on 14 April Remuneration Committee since 154,401 ordinary OTP shares. 2016 – Deputy CEO. He has been 2009, and of its Risk Assumption Chairman of the Supervisory Board and Risk Management Committee of OTP banka Hrvatska d.d. since since 2014. 12 April 2012 and of Splitska banka As of 31 December 2018 he held since 2 May 2017 until its successful 151,314 ordinary OTP shares. integration (30th November 2018). He has been a member of OTP Bank’s Board of Directors since 2002. He was Deputy Chairman of OTP Bank Plc.’s Board of Directors from 9 June 2009 to 14 April 2016. As of 31 December 2018 he held 86,901 ordinary OTP shares.

Corporate governance 287 Members of the Supervisory Board2 of OTP Bank

Independent members:

Tibor Tolnay Dr. Gábor Horváth Olivier Péqueux Dr. Márton Gellért Vági Chairman of the Supervisory Board Deputy Chairman of the chairman General Secretary Supervisory Board Groupama-Avic Property Insurance Hungarian Football Association Lawyer Company Ltd.

Tibor Tolnay graduated from the Dr. József Gábor Horváth earned a Olivier Péqueux, was born in 1974, Dr. Márton Gellért Vági graduated in Budapest University of Technology degree in law from Eötvös Loránd graduated from Institute of Actuaries 1987 from the department of foreign with a degree in civil engineering in University in Budapest in 1980. From of France and Université Paris- economics at the Karl Marx University 1978 and then in economic engi- 1983 he worked for the Hungarian Dauphine, started to work in 1998 as of Economic Science (today the neering in 1983, and subsequently State Development Bank. From 1983 an insurance commissioner for the Corvinus University of Budapest), received a degree in economics he worked for the Hungarian State French Insurance Supervisory where he also earned his doctorate from the Budapest University of Development Bank. He has been a Authority. In 2003, he joined the in 1994. From 1987 to 2000 he was Economics in 1993. From 1994 lawyer since 1986, and since 1990 French Ministry of Finance to take a member of the university faculty, to 2015 he was Chairman & CEO has run his own law firm, which part in the pension law reform and in the capacity of associate professor of Magyar Építő Rt. He has been specialises in corporate finance and the creation of a pension fund for and head of department from 1994 the managing director of ÉRTÉK Kft. corporate governance. His main French civil servants. Then he became onwards. Between 2000 and 2006 since 1994, and a member of fields of expertise are corporate technical adviser to the French he worked at the State Holding and OTP Bank’s Supervisory Board since finance and corporate governance. Minister of health and pensions. Privatisation Co. (ÁPV Zrt.), as 1992, and Chairman of the same He has been a member of the Super- In 2005 he joined Groupama group, managing director, deputy CEO and Board since 1999. He was a member visory Board of OTP Bank since 1995, first in charge of the actuary and then CEO. Between 2006 and 2010 of OTP Bank’s Audit Committee and was a member of MOL Plc.’s accounting department of Gan Patri- he was Chairman of the National between 2007 and 2011, and has Board of Directors between 1999 and moine, a life insurance company, Development Agency. From July been again since 2014. 2014. He has been Deputy Chairman and then in 2007 as Chief Financial 2002 until 1 January 2011 he was a As of 31 December 2018 he held 54 of OTP Bank’s Supervisory Board Officer of Groupama Paris Val de member of the Board of Directors of ordinary OTP shares. since 2007. He was a member of Loire. He moved to China in March FHB Nyrt., during which period he OTP Bank’s Audit Committee between 2011 as DGM of Groupama China, also spent four years as Chairman of 2007 and 2011, and has been again in charge of finance, actuary and the Board. Since 2010 he has been since 2014. He has been a member investments in the joint venture general secretary of the Hungarian of the Board of Directors of INA between AVIC and Groupama. From Football Association. He has been a Industrija Nafte d.d. since 2014. 2015 to 2017, he was the General member of the UEFA HatTrick As of 31 December 2018 he held no Manager of Groupama AVIC. He has Committee since 2011 and of FIFA’s ordinary OTP shares. been the chairman of Groupama Financial Committee since 2017. He AVIC since September 2017. He has has authored or co-authored more been a member of OTP Bank’s Super- than 80 research papers, essays and visory Board, and Audit Committee books. He has been a member of since 2018. OTP Bank’s Supervisory Board since As of 31 December 2018 he held no 2011. He has been a member of ordinary OTP shares. OTP Bank’s Audit Committee since 2014. As of 31 December 2018 he held no ordinary OTP shares.

2 Supervisory Board members are elected by the General Meeting for a term of three years.

288 OTP Bank Annual Report 2018 Employee delegates:

Ágnes Rudas András Michnai Managing Director Managing Director Presidential Cabinet Office

Ágnes Rudas, who represents the András Michnai graduated in 1981 employees of OTP Bank, graduated from the College of Finance and from the College of Finance and Accounting with a degree in business Accounting with a degree in business administration. He has been an economics in 1979. Certified employee of the Bank since 1974, accountant. She has worked for the and until 1981 held a variety of posts bank since 1992, first as a head of in the branch network. Following this department coordinating the secre- he held a management position in tarial services supporting the bank’s the central network coordination operative activity, then from 1994 department before returning to work onwards she managed organisational in the branch network. From 1994, development, process engineering as deputy managing director, he and efficiency-boosting projects. participated in the central coordina- From 1999 she was the director in tion of the branch network. Between charge of the bank’s human 2005 and 2014 he headed the Bank’s resources activity, and since 2007 Compliance Department as a man- she has been a managing director. aging director. He further expanded She has been a member of the Board his professional skills, earning a of Directors of the OTP Voluntary Master’s degree at the Budapest Supplementary Pension Fund since Business School, and is a registered 1 January 2008, and a member of tax advisor. He has been a member the Supervisory Board of OTP Banka of OTP Bank’s Supervisory Board, Slovensko a.s. since 12 April 2012. and representative of the Bank’s With effect from 15 April 2016 she employees, since 2008. He has been is a member of OTP Bank’s Super- Secretary of OTP Bank’s Employees’ visory Board. Trade Union since December 2011. As of 31 December 2018 she held As of 31 December 2018 he held 161,118 ordinary OTP shares. 100 ordinary OTP shares.

Corporate governance 289 Information for Shareholders

General company data

Date of foundation: Registered head office 31 December 1990, registered by the of OTP Bank Plc. Metropolitan Court of Budapest as Court H-1051 Budapest, Nádor utca 16. of Registration on 28 October 1991 under Telephone: (+36-1) 473-5000 company registration number 01-10-041585. Fax: (+36-1) 473-5955 The latest Bylaws may be requested from the company or may be downloaded from Share capital: the Bank’s website. OTP Bank’s share capital as at 31 December 2016 was HUF 28,000,001,000, consisting Legal predecessor: of 280,000,010 ordinary shares of nominal Országos Takarékpénztár, founded 1 March 1949. value HUF 100 each.

Ownership structure of OTP Bank Plc. as at 31 December 2018:

Total equity Description of owner 1 January 2018 31 December 2018 Ownership Voting Quantity Ownership Voting Quantity share rights1 share rights1 Domestic institution/company 20.04% 20.26% 56,116,209 19.32% 19.47% 54,092,340 Foreign institution/company 63.73% 64.44% 178,445,190 60.01% 60.49% 168,017,080 Domestic individual 3.92% 3.97% 10,988,183 3.53% 3.56% 9,896,546 Foreign individual 0.23% 0.23% 650,713 0.10% 0.10% 278,348 Employees, senior officers 0.80% 0.81% 2,250,991 0.85% 0.86% 2,376,450 Treasury shares2 1.09% 0.00% 3,063,853 0.80% 0.00% 2,242,143 Government held owner 0.08% 0.08% 226,012 0.08% 0.08% 219,072 International Development Institutions 0.03% 0.03% 70,502 0.05% 0.05% 143,308 Other3 10.07% 10.18% 28,188,357 15.26% 15.39% 42,734,723 TOTAL 100.00% 100.00% 280,000,010 100.00% 100.00% 280,000,010

Stock exchange listing

The ordinary shares of OTP Bank Plc. are (Stock exchange symbol for OTP Bank shares: listed on the Budapest Stock Exchange under OTP, Reuters: OTP.BU) category ”Premium Equity”, and the global depository receipts (GDRs) representing the The Annual General Meeting will be conducted ordinary shares that are traded abroad are with the personal presence of those entitled listed on the Luxemburg Stock Exchange. to participate. Shareholders may participate (2 GDR represents 1 ordinary shares) in the Annual General Meeting in person or Regulation S GDRs are traded on the London through a proxy. OTP Bank Plc. is entitled to SEAQ International, and Rule 144A GDRs are check the personal identity of the shareholders traded in the PORTAL system. The custodian and their proxies on the basis of documents, bank for OTP GDRs is the Bank of New York, prior to their admission to the Annual General and the safekeeping bank is OTP Bank Plc. Meeting.

1 Voting rights in the General Meeting of the Issuer for participation in decision-making. 2 Treasury shares do not include the OTP shares held by ESOP. 3 Non-identified shareholders according to the shareholders’ registry.

290 OTP Bank Annual Report 2018 The authorisations relating to representation document be issued by a certified public as a proxy at the Annual General Meeting records body or that these facts be attested by must comply with the relevant provisions a notary public. of Hungarian law. The authorisation must include, clearly and expressly, a statement If the authorisation or any document submitted of authorisation with respect to the proxy, a as evidence of the representation right was not specification of the authoriser and of the proxy, issued in Hungary, the form of the document and any limitations that may apply to the must satisfy the legal regulations pertaining authorisation. The authorisation must be issued to the certification and/or legalisation of in the form of a notarised deed or a private documents issued abroad. According to these document of full probative force. regulations, in the absence of a bilateral international agreement to the contrary, (i) the One representative may represent several diplomatic certification and/or legalisation of shareholders; however, he/she must possess the document is needed, or (ii) – if the given authorisations from every shareholder rep- country is a party to the relevant international resented by him/her, either in the form of a convention – the furnishing of the document notarised deed or a private document of full with an apostille is required. According to probative force. If several proxies are indicated the Subparagraph (7) of Paragraph 44 of Act in one authorisation, then it must be specified LXXVIII. of 2017 on the Activity of attorney at that, under the authorisation, each proxy may law, diplomatic certification and/or legalisation exercise his/her right of representation inde- or apostille certification is not required for full pendently. If one shareholder is represented probative force of a document countersigned by several proxies, they may not vote or make by an attorney which is under the scope of this statements differently from each other. Act, but signed by the parties abroad. Detailed information on the applicable rules is provided The letter of proxy may be issued as valid for by the Hungarian foreign representation offices. one general meeting, or for a specified period, If the document is written in a language other but for a maximum of twelve months. The letter than English or Hungarian, then a certified of proxy – in the absence of a provision to the Hungarian translation of the document must be contrary – shall extend to a general meeting presented. convened to continue a suspended general meeting, or a general meeting that has been The authorisation and the related documents reconvened due to lack of quorum. must be handed over by 14:00 p.m. Budapest time on 09 April 2019 (Tuesday) at the very If a shareholder is represented at the Annual latest, at any of the designated OTP branches General Meeting by its lawful representative listed under section X below, or − if the proxy, (e.g. chief executive, managing director, mayor, based on a foreign document, is representing etc.), the court or company court document more than one shareholder – at the Legal evidencing the right of representation – in its Directorate of OTP Bank Plc. (H-1051 Budapest, original form, or in the form of a copy certified Nádor utca 16.). as authentic by a notary public, issued not more than 30 days previously – or a certificate regarding the election of the mayor, as the Preconditions for participation in the Annual case may be, must be presented at the venue General Meeting and for the exercising of the Annual General Meeting. When providing of voting rights are that: evidence of the existence of companies (and a) the result of the shareholder identification other organisations) registered abroad, and procedure confirms the shareholding as at of the right to represent the entity issuing the the date of the shareholder identification authorisation, it is essential that the foreign procedure;

Corporate governance 291 b) the shareholder be registered in the in pursuance of the procedure defined in the Company’s Share Register by the closure of Company’s Articles of Association. the register as specified in section III of this announcement; c) the shareholding and/or the voting rights Announcements of the shareholder do not violate the legal regulations or the provisions of the OTP Bank Plc. fulfils its disclosure obligations Company’s Articles of Association, and the related to corporate events and prescribed in Act Company shall check this circumstance. CXX of 2001 on the website of the OTP Bank Plc. (www.otpbank.hu), on the website of the Buda- pest Stock Exchange (www.bet.hu), and on Dividend the website operated by the National Bank of Hungary (www.kozzetetelek.hu). On 12 April 2019 OTP Bank Plc.’s General Meeting decided to pay dividend after fiscal year 2018. Dividends will be HUF 219 per share, Investor relations representing 219% of the face value of each share. The exact amount of dividend payable to Institutional shareholders of OTP Bank Plc. the shareholders will be calculated and paid in should contact the following address if they pursuance of the Articles of Association of the require further information: Bank, the Company will distribute the amount OTP Bank Plc. Investor Relations & DCM of dividend calculated on treasury shares to H-1051 Budapest, Nádor utca 16. shareholders entitled to receive dividend. Phone: (+36-1) 473-5460 • Fax: (+36-1) 473-5951 Dividend payment will start on 3 June 2019 e-mail: [email protected]

292 OTP Bank Annual Report 2018 Anti-money laundering measures

Money laundering is any act or attempted banking or financial transactions that might act by criminals or other persons to conceal enable, or in themselves constitute, money or disguise the identity of obtained proceeds laundering. of criminal offences so that they appear to have • It has internal regulations, in accordance with originated from legitimate sources, for which the Anti-money Laundering Act, MNB Decree they may try using the services of financial 45/2018. (XII. 17.) and NGM Decree 21/2017. institutions. (VIII. 3.) • The employees of the bank must fulfil their In order to prevent the use of our bank for customer due diligence and reporting money-laundering purposes, we do our best to obligations. ascertain the true identities of those who would • Compliance with the reporting obligations is use our services and the rationale of using not construed as a breach of bank, securities, the services. OTP Bank establishes business insurance or business secrets. relationship only with those clients who give • Failure to fulfil the reporting obligation may evidence of their true identities in accordance result in prosecution under criminal law. with the relevant legal provisions. • OTP Bank cooperates with the criminal investigation authorities in the investigation In keeping with the provisions of Act LIII of 2017 of all circumstances suggestive of money on the Prevention and Combating of Money laundering. Laundering and Terrorist Financing OTP Bank has introduced, and applies, the following OTP Bank discloses the customer identification measures and rules: procedure applied by the bank and the related • It operates an internal control and data processing in an Announcement posted in information system designed to prevent all rooms open for serving customers.

Corporate governance 293 With trust and responsibility for each other

Corporate social responsibility

In 2018, OTP Bank gave a total of HUF 2,027 bil- per year, and an additional 100,000 young lion in charitable donations for creating more people have become involved in various opportunities and community development. educational programmes and activities at As one of Hungary’s primary donors, our bank various leisure, external or professional events. mainly channels its charitable donations through its own foundations to contribute to the devel- Innovative tools and technologies opment of Hungarian culture (Prima Primissima Key elements of the experience-based educa- Foundation), education (OTP Fáy András Foun- tional methodology developed by the OTP Fáy dation) and the creation of more opportunities András Foundation are the use of educational (Humanity Social Foundation). For the sake tools developed in-house and the adaptation of of efficient and effective use of the resources, international cutting-edge education technologies. however, our bank has also pursued its With the educational aids BanKing Card Game cooperation with several local NGOs and major and OK Moneytainment Box as well as the rel- strategic partners. evant teaching materials, learning can be more fun and a better experience for children. Both tools have been qualified by the Finnish com- Developing financial literacy pany Kokoa – specialised in the evaluation and certification of global education technologies – OTP Bank is consistently committed to as high-standard educational products. improving financial literacy, therefore this Another key objective of the Foundation is remains in the focus of its social responsibility the implementation of the latest education schemes. In 2018, a large part of our charitable technologies from the global scene, therefore donations, i.e. HUF 723 million were spent on its new programmes will focus on digital education. content, virtual reality (VR), augmented reality The OTP Fáy András Foundation’s OK Education (AR) and robotics. In the last two years, the Centre continued to be actively involved in integration of robotics into our training courses the development of young people’s financial, has not only increased financial awareness, but economic and management skills as well as has also contributed to the development of 21st offering career advice in 2018 as well. century skills such as logical mindset, accurate planning or efficient cooperation. Training modules developed in-house with a specific methodology Nearly 40 training modules developed in-house Creating more opportunities – school year specific (from grade 2 to 12), thematic and career training modules – are In addition to improving public financial literacy, currently offered by the Foundation. All the creating more opportunities continues to be curricula are based on the students’ needs a focal point of OTP Bank’s CSR endeavours. and expectations and offer valuable and useful As part of its socially responsible activities, knowledge for their everyday life. OTP Bank supports valuable initiatives, encour- The training courses offered by a team of indepe- ages its employees to volunteer, and is ready to ndent trainers from Budapest and Nyíregyháza stand by private individuals who strive to serve attract approximately 20,000 to 25,000 students noble causes, thus highlighting social issues.

294 OTP Bank Annual Report 2018 Humanity Social Foundation thus contributing – directly or indirectly, by The Foundation’s main objective is to support providing funds to facilities – to the healing, those in need due to their social conditions or subsistence or improvement of the living health problems by providing funding for the conditions of nearly 26,500 people in need. purchase of medicines and medical devices or therapeutic treatments. In accordance with the Play for Prevention principle of equal opportunities, the Foundation OTP Bank has been a sponsor of the ”Play for – in cooperation with its founder OTP Bank – Prevention” programme of the Hungarian regularly publishes calls for applications on its Charity Service of the Order of Malta since 2011. website for private individuals to apply for the In 7 years the programme has reached out to Foundation’s grants. almost 25,000 children in 825 of Hungary’s ”most The Foundation’s traditional programmes and disadvantaged” small communities. In the last activities also continued in 2018. Thanks to the 7 years’ Christmas seasons, our bank granted a Bank’s offering, in 2018 the Foundation donated total of HUF 175 million to support this initiative, 322 personal computers to schools, hospitals through which the experience of play is taken to or homes for children or the disabled. children big and small, using five mobile play- As for medical devices, in addition to the medical grounds (vans) received from OTP Bank, as most ventilator donated last year, a cough assist children who come from an underprivileged machine has been donated to the Pediatric background will never be able to close the gap Intensive Care Unit of the Bethesda Children’s caused by such initial disadvantage. Hospital. Moreover, after the three ultrasound In December 2018, our bank pledged another machines donated previously to the Péterfy HUF 25 million to the organisation, one-fifth of Sándor Street Hospital, this year the hospital which (i.e. HUF 5 million) has been unconven- received a set of laparoscopic surgical instru- tionally voted on by the people. Out of the three ments. With the increased involvement of health- key programmes of the Charity Service, the care facilities, the Foundation aims at increasing Baby Box Project – providing disadvantaged the number of those benefitting from its support expecting mothers with a kick-off kit – received and contributing to the provision of higher-level the largest number of votes. care to patients in the supported facilities. For more information about OTP Bank’s CSR Through its operation, the Foundation has granted principles, objectives and current events, please support in the amount of over HUF 30 million, visit www.otpfenntarthatosag.hu.

Corporate governance 295