Operational Plan and Report on Offeror's Business

OPERATIONAL PLAN AND REPORT ON OFFEROR’S BUSINESS ACTIVITY

Statutory Public Takeover Bid by MAGYAR BANKHOLDING ZÁRTKÖRŰEN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG as Offeror

for MKB BANK NYRT. as the Target Company

implemented by EQUILOR BEFEKTETÉSI ZÁRTKÖRŰEN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG as an investment service provider

Budapest, 15 January 2021

Important notice

“Hungarian language is the official and registered language of MKB Bank Plc’s („the Issuer”) disclosures pursuant to the relevant legal and stock-exchange rules. The present English translation has been prepared on a voluntary basis, with the best care and intention of the Issuer to inform English speaking investors, however, in the event of any controversy between the Hungarian and English version, the authentic Hungarian version shall prevail.”

I. INTRODUCTION

The current operational plan (“Operational Plan”) and the report on Offeror’s business activity (“Report on Business Activity”) were made by Offeror with regard to MKB Bank Nyrt. (head office: 1056 Budapest, Váci u. 38., incorporation number: 01-10-040952) (the “Target Company”) with reference to the statutory public takeover bid made by Offeror for the shareholders of the Target Company (the “Bid”).

The terms with capital initials used in the current Operational Plan and the Report on the Business Activity have the meaning defined in the Bid unless the current Operational Plan and Report on the Business Activity provide otherwise.

II. GENERAL INFORMATION

1. Offeror’s Data

Offeror: Magyar Bankholding Zártkörűen Működő Részvénytársaság Head office: 1122 Budapest, Pethényi köz 10. Incorporation number: 01-10-140865 (hereinafter: "Offeror" or "MBH").

2. Parties Acting in Concert

Pursuant to Tpt. (Capital Market Act) 5. §, paragraph (1), item 100, the list of the Parties Acting in Concert is included in the Bid.

3. Data of the company concerned by the Bid

The Target Company: MKB BANK NYRT. Head office: 1056 Budapest, Váci u. 38. Incorporation number: 01-10-040952 (hereinafter: “Target Company”)

4. Data of the Implementing Agent

Implementing Agent: Equilor Zrt. Head office: 1026 Budapest, Pasaréti u. 122-124. Incorporation number: 01-10-041431 (hereinafter: “Implementing Agent”)

5. Place of the publication of the Bid

The place of the publication of the Bid is the website of the Implementing Agent (www.equilor.hu) and the website of Offeror (www.magyarbankholding.hu).

6. Data of Offeror, and Parties Acting in Concert with regard to their existing business share in the Target Company

The data of the Offeror and Parties Acting in Concert with regard to their business share in the Target Company at the time of bidding is included in the current operational plan and annex 1. of the report on the business activity.

7. Time period open for the acceptance of the Bid

The Starting Date of the Bidding Period is 19 January 2021, its Closing Date is the 30th. (thirtieth) day after the starting date of the Bidding period, or if this falls on a holiday, the following first working day, that is 17 February 2021.

8. Information on the financing of the Bid

Offeror has sufficient cover for the payment of the total Share Bid Price. As a cover of the payment of the Bid Price, Takarékbank Zártkörűen Működő Részvénytársaság (head office: 1117 Budapest, Magyar Tudósok körútja 9. Building G., Incorporation number: 01-10-140275) provides a bank guarantee to the extent of HUF 6 100 000 000, that is six billion-one hundred million forints. The bank guarantee attached to the request for the approval of the Bid has been submitted to the Supervision.

9. Information on the security, if offered by Offeror as part of the consideration

The payment of the Bid Price offered by Offeror will be fully made in cash, excluding any securities as part of the consideration of the Bid Price.

9.1 Information on the turnover of the last 12 months, if the security is quoted at the stock exchange

Not guiding in line with the contents of the above item 9., as the payment of the whole Bid Price will be made in cash.

9.2 Price of the security as defined when assessing the consideration value, and the method of its calculation

Not guiding in line with the contents of the above item 9., as the payment of the whole Bid Price will be made in cash.

III. OPERATIONAL PLAN

1. Presentation of business policy ideas relating to the future operation of the Target Company, and Offeror’s plans for the future business activity of the Target Company

As of 15. December 2020, the Target Company, and Budapest Bank Zrt. (head office: 1138 Budapest, Váci út 193., incorporation number: 01-10-041037, hereinafter: „Budapest Bank Zrt.”) as well as MTB Magyar Takarékszövetkezeti Bank Zártkörűen Működő Részvénytársaság (head office: 1122 Budapest, Pethényi köz 10., incorporation number: 01-10-041206, hereinafter: „MTB Zrt.”) through their controlling shareholders made an in-kind contribution of their business shares into Offeror’s financial holding company.

In line with the plans, Offeror shall work out the detailed merger schedule of the three banks together with its milestones and its detailed business strategy in the course of 2021. In accordance with this, the banks shall, for the time being, retain their independent legal status,

and shall operate under separate brands in the future until the merger has been completed, they shall however already tap on the synergies of operating as a group.

Offeror wishes to preserve and rely on the values and experiences of the 70 year-old MKB Bank Nyrt. Thanks to the successful reorganisation between 2015 and 2019, the operation and organogram of the financial institution meet the conditions and requirements set by the European Union for banks. The Target Company, as a decisive universal bank of Hungary, creates long-term value for its customers through predictable and foreseeable partnership- based relationship management. The Bank, which is on a dynamic growth path and is based on developed digital foundations and strategies, has a traditionally strong large corporate and retail clientele, as well as consulting capabilities. The Bank’s well-prepared, supportive customer service, based on honest professional work, is a core value.

2. Offeror’s purpose for the future of the Target Company’s employees and managerial positions, including all major changes in the terms and conditions of employment

Offeror does not currently plan any changes with regard to the terms and conditions of employment in the Target Company. Offeror wishes to accomplish its short-term business plans with regard to the Target Company on the basis of the Target Company’s human resources and in cooperation with its current employees. At the same time, the completion of the merger process and the partial or full integration of the three bank groups will probably involve reorganisations and therefore also down-sizing on the long-term.

In addition to the above, the successful fulfilment of Offeror’s aims at the Target Company may entail reorganisation and change in the composition of both the Target Company’s employees and managers.

Offeror will act during the transformation in accordance with the human policy principles and rules currently underlying the Bank’s operation, involving and consulting the trade unions throughout the whole process.

3. Offeror’ strategic plans for Offeror and the Target Company

Offeror has gained a controlling interest in the Target Company as a strategic investor, Offeror plans its investments in financial institutions for the long term.

Offeror wishes to pursue an ownership policy, which makes the consolidation of the Target Company and the financial institutions related to Offeror, the integration and optimisation of their activities and portfolios in line with its growth strategy, and which taps on the synergies between the financial institutions, thus ensuring competitive and efficient operation on the long term, the use of the existing growth potential, the growth of the existing business shares in the Target Company and the financial institutions, as well as a high-level customer service.

In order to achieve the above targets, Offeror shall work out the detailed merger schedule of the three banks together with its milestones and its detailed business strategy in the course of 2021. This work shall be carried out by the professionals of the three banks in cooperation with international consulting companies. While the new staff of Offeror will be working on future plans and the first joint actions, the professionals of the three banks will provide for the successful continuation of the business activity, the undisturbed service provided to customers, and the introduction of new developments, products and services.

From the first moment after the in-kind contribution is made, Offeror as a financial holding company shall provide for prudential control and group management functions over the three banks and thus also the whole Group.

4. Probable consequences in relation to employment

The Bid and its acceptance alone will not impact the Target Company’s employment issues. Offeror does not currently plan any changes with regard to the terms and conditions of employment at the Target Company. At the same time, the completion of the merger process and the partial or full integration and legal merger of the three bank groups may also involve reorganisations and therefore also down-sizing or redeployment on the medium- and long- term.

5. Probable consequences affecting the Target Company’s sites

The Bid and its acceptance alone will not impact the Target Company’s sites. At the same time, Offeror intends to fully review the sites and branch network of the newly created bank group, and to introduce transformations after the careful analysis and assessment of market, business policy and economical aspects.

With the integration into a bank holding company, and in particular the tapping on operational synergies, as well as the full or partial legal merger of the three bank groups, certain changes also concerning the Target Company’s sites may become necessary.

IV. REPORT ON THE BUSINESS ACTIVITY

1. Short presentation of Offeror’s history and business activity

Offeror was founded on 26. May 2020 with HUF 2 billion as registered capital. On 12. June 2020, Magyar Nemzeti Bank issued the Company’s permit for foundation under No. H-EN-I-

358/2020., and the Company was incorporated by the competent court of registration as of 22. June 2020.

Offeror was founded by Budapest Bank Zrt., the Target Company and MTB Zrt., as well as Corvinus Zrt. (head office: 1027 Budapest, Kapás utca 6-12. Floor II., incorporation number: 01- 10-043547) with the intention to investigate and make preparations for the framework system of creating a Hungarian-owned bank group with a decisive presence on the market.

Having bought out their shares in Offeror from their respective banks, the controlling shareholders of MKB Bank Nyrt., Budapest Bank Zrt. and MTB Zrt., contributed their bank interests into Offeror’s financial holding company on 15. December 2020. The Hungarian State through Corvinus Zrt. acquired 30.35%, MKB Bank Nyrt.’s owners acquired 31.96%, and MTB Zrt.’s owners acquired 37.69% in the newly formed bank group.

This step created the second largest bank group in Hungary with a consolidated value of over HUF 740 billion as defined in the report made by an independent expert, which assumes that the planned merger processes will end successfully, and the synergies will be realised.

The new bank group serves 1.9 million customers throughout the country, operates almost half of the domestic branch network, i.e. 920 branches, its consolidated balance-sheet total is close to HUF 5.800 billion, its credit portfolio is HUF 3,600 billion, and its deposit portfolio is HUF 4,300 billion. It provides services to 200 thousand micro enterprises, 30 thousand small- and medium-sized enterprises and 6 thousand private banking partners. It is a market leader in several areas.

The joint activity of the three bank groups of the financial holding, complementing each other in various fields (customer base, product and service portfolio, operating structure and network, etc.), gave life to a decisive, strong and resilient Hungarian-owned player in the Hungarian banking sector, which can ensure stability and liquidity for the Hungarian economy with its contribution to GDP growth. Based on the analysis of the international strategic consulting company involved in the transaction, this transaction may generate synergies to the extent of tens of billions of forints annually, which may significantly promote the bank group’s competitiveness, growth potentials, profitability and stability, increases the market value of the banks while further improving the level of customer service.

The new banking group may also provide a stable background for future expansions abroad, which can also improve the country’s GNI indicator (gross national income). Due to its significance, Offeror may make it to the level of large and stable European banking groups.

Offeror shall work out the detailed merger schedule of the three banks together with its milestones and its detailed business strategy in the course of 2021. This work shall be carried out by the professionals of the three banks in cooperation with multinational consulting companies. While the new staff of Offeror will be working on future plans and the first joint actions, the professionals of the three banks will provide for the successful continuation of the

business activity, the undisturbed service provided to customers, and the introduction of new developments, products and services.

2. Short introduction of Offeror’s executive officers and supervisory board members

Board of Directors

dr. Zsolt Barna, Chairman of the Board of Directors

He started his carrier at the Hungarian Financial Supervisory Authority (PSZÁF), head of subdepartment after 1998, and later head of department at PSZÁF after 2004. Member of the board of BEVA between 1998 and 1999. Managing director of the Supervisory Board of PSZÁF from 2006. Member, permanent guest of the European CESR, CEBS managing boards and technical committees between 2006 and 2010. One of the leading managers of the crisis management of the banking sector between 2008 and 2009. He has been working at OTP Group since 2010, initially in the position of director, then became the chairman of the CKB Bank’s Board of Directors in Montenegro, and managed its reorganisation. Following his several managerial positions within OTP Group, he was the President-CEO of OTP Ingatlan Befektetési Alapkezelő Zrt. between 8. June 2016 and 31. August 2018., and was the Chairman of the Board of Directors of OTP Alapkezelő Zrt. from September 2016 until 31. August 2018. From 8. June 2016, he was the Chairman of the Board of Directors of OTP Ingatlan Befektetési Alapkezelő Zrt. In 2017 and 2018, he managed OTP Bank’s first significant subsidiary integration in Croatia. From 10. September 2018, he was Chairman of the Supervisory Board of OTP Ingatlan Zrt. He was appointed as the general deputy CEO of OTP Bank on 1. September 2018. From 2019 till 20. July 2020., he was the Chairman of the Board of Directors of OTP Ingatlan Zrt., and a member of the supervisory board of the Croatian subsidiary of the OTP Group. He was Chairman of the Board of Directors of the Slovenian subsidiary of the OTP Group from December 2019. He filled the position of general deputy CEO at OTP Band Nyrt. until 20. July 2020.

dr. Ádám Balog

Chartered economist and lawyer. He worked at GE Tungsram Lighting Zrt. from 2002, and in the area of taxation at Pricewaterhouse Coopers Könyvvizsgáló és Gazdasági Tanácsadó Kft. between 2003 and 2010. He was the undersecretary of state responsible for taxation at the Ministry for National Economy between 2010 and 2013. He was deputy governor of Magyar Nemzeti Bank and member of the Monetary Council between March 2013 and July 2015. Between 2010 and 2015, he participated in Hungary’s fiscal and monetary stabilisation. He was the president-CEO of MKB Bank between July 2015 and July 2016. He has been the CEO of MKB Bank since July 2016. He has been the President-CEO of MKB Bank since January 2019.

dr. Koppány Lélfai

He has managed Budapest Bank since 1. January 2018, but had already participated in the management and strategic decision-making of the Bank as Chairman of the Board since 1. April 2017. Between 2000 and 2011, he worked in the business area and later in the legal area of

MFB Zrt., and managed Bethlen Gábor Alapkezelő Zrt. as CEO until November 2016. He filled the positions of deputy CEO and internal member of the Board of Directors of MFB Zrt. from November 2016. dr. Attila Tajthy

After graduating at the University of Law, he worked as a candidate lawyer for two years, and then started his banking carrier at the legal predecessor of Raiffeisan Bank. He worked here for 22 years, and first managed the legal area and then the area of bad loans. In 2014, he joined the savings cooperative integration taking over the management of a savings cooperative in a critical state. Since 2016, he has been the head of the Integration Organisation, a so-called centralised body of the savings cooperative integration. He is a specialist banking lawyer, he obtained a financial MBA degree in the United Kingdom. He is an external lecturer at the Financial Legal Faculty of the Legal Department of ELTE, he is a listed arbitrator.

József Vida (CEO)

President-CEO of Takarékbank Zrt. and MTB Magyar Takarékszövetkezeti Bank Zrt., President of Takarék Jelzálogbank Nyrt. He started his banking carrier at Citibank in 1999, then he filled the position of head of department at Magyar Takarékszövetkezeti Bank, from where he went over to Szentgál és Vidéke Takarékszövetkezet, where he worked as managing director after 2006, and later as President-CEO. B3 TAKARÉK Szövetkezet was formed from the merger of ten savings cooperatives under his management in 2015. He became president of the Integration Organisation of Cooperative Credit Institutions (SZHISZ- Szövetkezeti Hitelintézetek Integrációs Szervezete) in July 2016. He was elected as President-CEO of MTB Magyar Takarékszövetkezeti Bank Zrt., in December 2016. He managed the affiliation of FHB Kereskedelmi Bank Zrt. and FHB Jelzálogbank Nyrt. (after 2018 Takarék Kereskedelmi Bank Zrt. and Takarék Jelzálogbank Nyrt.) into the integration of cooperative credit institutions. He managed the most important transformation of the history of the Hungarian banking system since 1987: In 2017, twelve regional credit institutions were formed with the merger of fifty-two savings cooperatives, which merged in one step in a universal national commercial bank; Takarékbank Zrt. in 2017. Member of the Board of the Hungarian Banking Association.

Supervisory Board

Zsolt Rózsa, chairman of the supervisory board

He graduated as a chartered economist-sociologist. After the university years, he started his carrier as an economic journalist, and then worked in the areas of credit rating and risk analysis at commercial banks between 1993 and 2000. Thereafter, he worked as the financial director of Concordia Kereskedőház between 2002 and 2008. After Concordia, he held various financial- economic managerial positions at Belváros-Lipótváros Városfejlesztő Kft.and Belváros- Lipótváros Vagyonkezelő Zrt., and he worked as managing director at the Integration Organisation of Cooperative Credit Institutions. He has been the CEO of Magyar Nemzeti Vagyonkezelő Zrt. since 2018. dr. Erzsébet Beáta Bánkuti

She obtained her degree at the Faculty of Law at ELTE in 1992, and having passed her legal exam, she worked as an advocate between 1995 and 2014. From 2014 to 2018, she was at the Prime Minister’s Office, and then as head of department at the Ministry for National Development, where she worked on the preparation of decisions on the further development

7 of the savings cooperative integration, and the related legal drafting. She has been head of cabinet of Magyar Posta Zrt. since 2018. Between 2014 and 2018 she was a member or chairperson of the boards, supervisory boards and audit committees of companies in the MFB group. She has been a senior board member of several companies within the Post Group since 2018. She has been a member of the Board of the Integration Organisation of Cooperative Credit Institutions since 2018. She has been a member of the Supervisory Committee of Corvinus Nemzetközi Befektetési Zrt. since 2019.

Rita Inámi-Bolgár

She obtained her degree in business economics at the Budapest Corvinus University, and she is also a registered accountant since 2010. She also completed the chartered internal auditor course of „The Institute of Internal Auditors”, and is a member of IIA and BEMSZ. In 2013, she obtained a certificate as a registered auditor at the course of „The Association of Chartered Certified Accountants”, and she also has an ACCA membership. In 2015, having completed a course of the Chamber of Hungarian Auditors, she became a registered auditor, and in 2018, she obtained a degree in energy management at the Regional Energy Research Centre of the Budapest Corvinus University. Between October 2008 and February 2010, as well as August 2011 and November 2012, she worked for Ernst & Young Tanácsadó Kft., and in between, from March 2010 until August 2011, she worked as a business development expert at the system management directorate of FGSZ Földgázszállító Zrt. of the MOL Group, where she was honoured by a recognition of the CEO. Between November 2012 and July 2014, she worked at the Energy and Utility Division of KPMG Tanácsadó Kft. as a senior consultant. From August 2014 until July 2016, she was a chief controlling expert of the Controlling Department of MVM Zrt., where her work was honoured by the CEO’s recognition. Still at MVM Zrt., she was the financial expert of the CEO’s cabinet between August 2016 and June 2018. Since July 2018, she has been chief of cabinet of the Minister without portfolio, responsible for the management of national assets.

Zoltán Váradi

He obtained his degree as an economist at the Budapest University of Economics while in parallel was working at a leading privatisation consulting company in the area of corporate reorganisation and crisis management. From 2003, he was a member of the Board of Directors of Euro-Faktor Pénzügyi Szolgáltató Zrt. After 2004, he was board member and managing director of Szentgál Vidéke Takarékszövetkezet, and then of B3 Takarékszövetkezet, the legal successor excelling in the integration process of savings cooperatives. Upon the completion of the merger, he became the CEO of Takarékbank Zrt., and after the integration of FHB Kereskedelmi Bank Zrt., played a role in the operation of the Bank as a Board member. From 2018 until 2019, he managed the transformation of the work-out organisation of the integration as the chairman of the Board of Directors of Takarék Központi Követeléskezelő Zrt. From 2012 until 2017, he was chairman of the supervisory committee of Konzum Befektetési Alapkezelő Zrt. Currently, he is a member of the Board of Directors of Takarékbank Zrt. and the chairman of the Board of Directors of Pannon 2005 Faktor és Hitel Zrt. dr. András Csapó

A lawyer from 2001, he worked at the Dezső, Réti and Antall LANDWELL Law Firm (in cooperation with PricewaterhouseCoopers), at the Dezső és Társai Law Firm, and at Andrékó LINKLATERS (Budapest, London). From 2010, he was a chief advocate at Andrékó LINKLATERS (KINGSTELLAR) and a senior advocate and head of the real estate property group at Gide

Loyrette Nouel Budapest. From 2013, he was the legal director of the Hungarian affiliate of AXA Bank Europe SA, and from 2014, member of the Board of Directors. From 2015, managing director of the Legal and Corporate Directorate of MKB Bank, from 2016, its deputy CEO responsible for Operation and Legal Affairs, and from 2017, deputy CEO responsible for legal, governmental and priority affairs, and a member of the Board of Directors. After December 2018, he was deputy CEO responsible for legal, group management and priority affairs. There is a licensing procedure running before Magyar Nemzeti Bank in relation to the appointment of Dr. András Csapó as the deputy CEO responsible for legal and corporate management at the Offeror. In line with guiding legal provisions, and with regard to the employment related to his appointment, Dr. András Csapó resigns as a member of the supervisory committee upon the provision of the related license. Following the resignation of Dr. András Csapó, Offeror shall provide for the immediate election and nomination of the fifth member of the supervisory committee in line with its Statutes.

3. Detailed presentation of possible agreements made between Offeror, those having influencing control in the Offeror, and the Target Company, those having influencing control in the Target Company

The Offeror, Corvinus Zrt. Blue Robin Investments S.C.A. (head office: 36-38, Grand-Rue, 1660 Luxembourg, Luxemburg, registered by Registre de commerce et des sociétés under registration number B204399), EIRENE Magántőkealap (name of fund management company: MINERVA Befektetési Alapkezelő Zártkörűen Működő Részvénytársaság (head office: 1074 Budapest, Rákóczi út 70-72. Floor VII., incorporation number: 01-10-047474); listed as: 6122- 66), METIS Magántőkealap (name of fund management company: OPUS GLOBAL Befektetési Alapkezelő Zártkörűen Működő Részvénytársaság (head office: 1062 Budapest, Andrássy út 59., incorporation number: 01-10-045654); listed as: 6122-42), Pantherinae Pénzügyi Zártkörűen Működő Részvénytársaság (head office: 1092 Budapest, Ferenc körút 44. 1. fl. 1., incorporation number: 01-10-049223), PROMID FINANCE Zártkörűen Működő Részvénytársaság (head office: 1085 Budapest, Kálvin tér 12., incorporation number: 01-10- 049622), RKOFIN Befektetési és Vagyonkezelő Korlátolt Felelősségű Társaság (head office: 1062 Budapest, Andrássy út 59., incorporation number: 01-09-370926) and Magyar Takarék Befektetési és Vagyongazdálkodási Zártkörűen Működő Részvénytársaság (head office: 1092 Budapest, Ferenc körút 44. 1. fl. 2., incorporation number: 01-10-047759), concluded an investment and syndicate agreement (“BSZSZ”) on 30. October 2020, in which they set out the rules for contributing their shares in Budapest Bank Zrt., MKB Bank Nyrt. and MTB Zrt. to Offeror’s joint holding company, and the framework conditions of their further cooperation, including in particular the detailed rules for the corporate management of the new bank group, and the basic principles of deepening the integration of the bank group.

4. Detailed presentation of possible agreements made between Offeror, those having influencing control in the Offeror, and the Target Company, those having influencing control in the Target Company if they may affect the assessment of the bid

Offeror, Corvinus Zrt., Blue Robin Investments S.C.A., EIRENE Magántőkealap, METIS Magántőkealap, Pantherinae Pénzügyi Zártkörűen Működő Részvénytársaság, PROMID FINANCE Zártkörűen Működő Részvénytársaság, RKOFIN Befektetési és Vagyonkezelő Korlátolt Felelősségű Társaság and Magyar Takarék Befektetési és Vagyongazdálkodási Zártkörűen Működő Részvénytársaság concluded BSZSZ on 30. Ocbober 2020, in which they set out the rules for contributing their shares in Budapest Bank Zrt., MKB Bank Nyrt. and MTB Zrt. to Offeror’s joint holding company, and the framework conditions of their further cooperation as owners, including in particular the detailed rules for the corporate management of the new bank group, and the basic principles of deepening the integration of the bank group.

5. Presentation of Offeror’s financial position and its changes

Offeror was founded on 26. May 2020 with HUF 2 billion as registered capital. Therefore, Offeror does not have any closed financial years.

Offeror made a successful capital increase at the end of 2020, which drove its registered capital up to HUF 56.4 billion. This capital increase was done by adding an in-kind contribution with no cash involved, through which the controlling shareholders of MKB Bank Nyrt., Budapest Bank Zrt. and MTB Zrt., contributed their bank interests into Offeror’s joint holding company on 15. December 2020. This contribution raised Offeror’s consolidated value over HUF 740 billion as defined by the report made by an independent expert, which assumes that the planned merger processes will end successfully, and the synergies will be realised.

6. Offeror’s statement on having sufficient cover to make the payment as included in the bid, and the presentation of this cover

The Bid Price shall be paid exclusively in cash, in Hungarian forints. As a cover of the payment of the Bid Price, Takarékbank Zártkörűen Működő Részvénytársaság (head office: 1117 Budapest, Magyar Tudósok körútja 9. Building G., Incorporation number: 01-10-140275) provides a bank guarantee to the extent of HUF 6 100 000 000, that is six billion-one hundred million forints in line with the provisions of Tpt. 69. § paragraph (7), item c).

7. Statement on responsibility for the truthfulness of the data and information in the Bid and the Report on the Business Activity

Offeror and the Implementing Agent herewith declare that Offeror’s report on Offeror’s business activity is truthful, and Offeror does not hide any facts or information which would be significant for the assessment of Offeror and the Bid. Offeror and the Implementing Agent shall be jointly and severally responsible for any damages caused by any misleading information or hidden facts in the report on Offeror’s business activity.

Offeror herewith declares that the Bid includes truthful data and statements and does not hide any facts or information which would be significant for the assessment of Offeror and the Bid. Offeror shall be responsible for any damages caused by any misleading information or hidden facts in the Bid.

Budapest, 14 January 2021

On behalf of Magyar Bankolding Zrt as Offeror

Dr. Zsolt Barna József Vida Chairman of the Board of Directors Member of the Board of Directors

Budapest, 15 January 2021

On behalf of Equilor Befektetési Zrt as Implementing Agent

András Márton Gereben Tímea Schuck Member of the Board of Directors Employee entiled to represent the company

Annex 1.

Parties Acting in Concert Name of Party Acting in Identification data Number Number of voting rights (pieces) Percentage of voting rights (%) Concert (pieces) of shares - direct Direct Direct Indirect Direct Indirect Total HU0000139761 HU0000139761 HU0000139761 HU0000139761 HU0000139761 HU0000139761 Hungarian state Name and position of - - 29.494.387 - 29.50 29.50 the person authorised for representation: Andrea Mager, Minister without portfolio, responsible for the management of national assets Head office: 1011 Budapest, Vám utca 5- 7. Corvinus Nemzetközi Incorporation number: - - 29.494.387 - 29.50 29.50 Befektetési Cg.01-10-043547 Zártkörűen Működő Head office: 1027 Részvénytársaság Budapest, Kapás utca 6- 12. Floor II. Blue Robin Registration number: - - 10.515.554 - 10.51 10.51 Investments S.C.A B204399 Fund manager: Blue Robin Management S.á r.l. Important notice

Blue Robin Head office: 36-38, - - 10.515.554 - 10.51 10.51 Management S.á r.l. Grand Rue, 1660 Luxembourg, Luxembourg; Registration number: B204082 UNCIA Finance Incorporation number: - - 10.515.554 - 10.51 10.51 Zártkörűen Működő Cg.01-10-049509 Részvénytársaság Head office: 1024 Budapest, Lövőház utca 39. UNCIA Alpha Korlátolt Incorporation number: - - 10.515.554 - 10.51 10.51 Felelősségű Társaság Cg.01-09-343423 Head office: 1024 Budapest, Lövőház utca 39. Fl. IV. UNCIA MNB listed as: 6122-83. - - 10.515.554 - 10.51 10.51 Magántőkealap Fund manager: QUARTZ Befektetési Alapkezelő Zártkörűen Működő Részvénytársaság QUARTZ Alapkezelő Incorporation number: - - 10.515.554 - 10.51 10.51 Zártkörűen Működő Cg.01-10-049427 Részvénytársaság Head office: 1024 Budapest, Lövőház utca 39. Fl. IV. Dry Immo Zártkörűen Incorporation number: - - 10.515.554 - 10.51 10.51 Működő Cg.01-10-049446 Részvénytársaság Head office: 1077 Budapest, Wesselényi utca 4. 3. fl. 15/b.

FELIS Magántőkealap MNB listed as: 6122-85 - - 10.515.554 - 10.51 10.51 Fund manager: QUARTZ Befektetési Alapkezelő Zártkörűen Működő Részvénytársaság EIRENE MNB listed as: 6122-66 - - 3.196.219 - 3.20 3.20 Magántőkealap Fund manager: MINERVA Befektetési Alapkezelő Zártkörűen Működő Részvénytársaság MINERVA Befektetési Incorporation number: - - 3.196.219 - 3.20 3.20 Alapkezelő Zártkörűen Cg.01-10-047474 Működő Head office: 1074 Részvénytársaság Budapest, Rákóczi út 70-72. VII. fl. RKOFIN Befektetési és Incorporation number: - - 4.353.441 - 4.35 4.35 Vagyonkezelő Cg.01-09-370926 Korlátolt Felelősségű Head office: 1062 Társaság Budapest, Andrássy út 59. METIS Magántőkealap MNB listed as: 6122-42 - - 11.404.433 - 11.40 11.40 Fund manager: OPUS GLOBAL Befektetési Alapkezelő Zártkörűen Működő Részvénytársaság

METIS Magántőkealap MNB listed as: 6122-48 - - 4.353.441 - 4.35 4.35 Fund manager: OPUS GLOBAL Befektetési Alapkezelő Zártkörűen Működő Részvénytársaság OPUS GLOBAL Incorporation number: - - 15.540.202 - 15.54 15.54 Befektetési Cg. 01-10-045654 Alapkezelő Zártkörűen Head office: 1062 Működő Budapest, Andrássy út Részvénytársaság 59. Pantherinae Pénzügyi Incorporation number: - - 990.825 - 0.99 0.99 Zártkörűen Működő Cg.01-10-049223 Részvénytársaság Head office: 1092 Budapest, Ferenc körút 44. 1. fl. 1. PROMID Finance Incorporation number: - - 819.642 - 0.82 0.82 Zártkörűen Működő Cg.01-10-049622 Részvénytársaság Head office: 1085 Budapest, Kálvin tér 12. Magyar Takarék Incorporation number: - - 36.628.180 - 36.63 36.63 Befektetési és Cg.01-10-047759 Vagyongazdálkodási Head office: 1092 Zártkörűen Működő Budapest, Ferenc körút Részvénytársaság 44. 1. fl. 2. Magyar Bankholding Incorporation number: 97.185.008 97.185.008 - 97.19 - 97.19 Zártkörűen Működő Cg.01-10-140865 Részvénytársaság Head office: 1122 Budapest, Pethényi köz 10.

The chain of companies through which the Parties Acting in Concert effectively own their voting rights and

financial assets

Legend:

Legal status as fund manager