BASE PROSPECTUS FHB MORTGAGE BANK CO. PLC. (FHB JELZÁLOGBANK NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG) (incorporated with limited liability in Hungary) EUR 3,000,000,000 Euro Mortgage Securities and Euro Medium Term Note Programme for the issuance of Hungarian Mortgage Bonds and Mortgage Notes (jelzáloglevelek) and Notes Under this EUR 3,000,000,000 Euro Mortgage Securities and Euro Medium Term Note Programme (the Programme), FHB Mortgage Bank Co. Plc. (FHB Jelzálogbank Nyilvánosan Működő Részvénytársaság) (the Issuer) may from time to time issue Hungarian Mortgage Bonds (the Mortgage Bonds) and Mortgage Notes (the Mortgage Notes, together with the Mortgage Bonds, the Mortgage Securities) (jelzáloglevelek) and Notes (the Notes, together with the Mortgage Securities the Instruments) denominated in any currency agreed from time to time between the Issuer and the relevant Dealer (as defined below). The Mortgage Bonds will be issued in dematerialised registered form. The Mortgage Notes and the Notes will be issued in bearer form. The maximum aggregate nominal amount of all Instruments from time to time outstanding under the Programme will not exceed EUR 3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement), subject to increase as described herein. An investment in Instruments involves certain risks. For discussion of these risks, see "Risk Factors" beginning on page 8 of this Base Prospectus. The Instruments may be issued on a continuing basis to one or more of the Dealers specified under "General Description" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Instruments being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Instruments. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) (the Prospectus Act 2005) to approve this document as a base prospectus. 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 in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Instruments issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus to Instruments being listed (and all related references) shall mean that such Instruments have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The requirement to publish a prospectus under the Prospectus Directive only applies to Instruments which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to Exempt Instruments are to Instruments for which no prospectus is required to be published under the Prospectus Directive. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Instruments. 0012230-0005128 ICM:16499139.10 1 Notice of the aggregate nominal amount of Instruments, interest (if any) payable in respect of Instruments, the issue price of Instruments and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Mortgage Bonds" and "Terms and Conditions of the Notes") of Instruments will (other than in the case of Exempt Instruments, as defined above) be set out in a final terms document (the "Final Terms") which will be filed with the CSSF. Copies of Final Terms in relation to Instruments to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (http://www.bourse.lu). In the case of Exempt Instruments, notice of the aggregate nominal amount of Instruments, interest (if any) payable in respect of Instruments, the issue price of Instruments and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement). The Programme provides that Instruments may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Instruments and/or Instruments not admitted to trading on any market. The Issuer's long term debt and short term debt have been rated B2 and NP, respectively, by Moody's Italia S.r.l (Moody's Italia). The Issuer's Bank Financial Strength Rating assigned by Moody's Italia is E+. The Programme is not rated, but Mortgage bonds (including the Mortgage Securities issued under the Programme) issued by the Issuer have been rated generally Ba3 by Moody's Deutschland GmbH (Moody's Deutschland). Each of Moody's Italia and Moody's Deutschland is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such Moody's Deutschland is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Instruments issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Instruments is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Instruments) and will not necessarily be the same as the rating assigned generally to the Mortgage Securities issued under the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. ARRANGER CITIGROUP DEALERS BNP PARIBAS CITIGROUP CRÉDIT AGRICOLE CIB CREDIT SUISSE DEUTSCHE BANK DZ BANK AG RAIFFEISEN BANK INTERNATIONAL AG The date of this Base Prospectus is 15 May 2013. 0012230-0005128 ICM:16499139.10 2 This Base Prospectus comprises a base prospectus in respect of all Instruments other than Exempt Instruments issued under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a Member State of the European Economic Area) (the Prospectus Directive). The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Instruments issued under the Programme. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. This Base Prospectus may only be used for the purposes for which it has been published. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. Neither the Dealers nor the Agent accept any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Instruments and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Instruments (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Instruments should purchase any Instruments. Each investor contemplating purchasing any Instruments should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Instruments constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Instruments.