Takarek Jelzálogbank : Notice on convening an Annual General Meeting

NOTICE

ON CONVENING AN ANNUAL GENERAL MEETING

Fulfilling its statutory obligation, Takarék Mortgage Bank Co Plc. (registered seat: H-1117 Budapest, Magyar

Tudósok körútja 9. G épület; company registration number: 01-10-043638; registered at the Company Registry Court of Budapest-Capital Regional Court; hereinafter referred to as "Company") notifies the shareholders and investors of the Company that on 23 March 2023, the Board of Directors of the Company resolved to convene the annual ordinary general meeting of the company (hereinafter referred to as "General Meeting").

The Board of Directors of the Company convenes the General Meeting as set out below:

Time and date of the General Meeting: 26 April 2023 (Wednesday), 10.00 a.m.

Registration to the general meeting opens on 26 April 2023 (Wednesday) at 9.00 a.m.

Location of the General Meeting:

H-1117 Budapest, Magyar Tudósok körútja 9. G. épület

Agenda of the General Meeting:

1. Report by the Board of Directors regarding the Company's business activities, wealth, business policy and management in 2022, including the separate business report and separate financial statements as defined in the International Financial Reporting Standards ("IFRS") for 2022, decision on the use of earnings after tax; the report of the Supervisory Board on the Company's 2022 separate financial statements and separate business report as defined in the IFRS; the report of the Audit Committee on the
   Company's 2022 separate financial statements and separate business report as defined in the IFRS; the report of the accountant on the Company's 2022 separate financial statements and separate business report as defined in the IFRS; decisions on performance-based remuneration for the year 2022
2. Approving the Responsible Corporate Governance Report
3. Indemnification of the members of the Board of Directors and the Supervisory Board of Takarék Mortgage Bank Co Plc.
4. Election and determination of the remuneration of the Company's auditor
5. Granting authorisation to the Board of Directors to acquire treasury shares
6. Decision on the recall and election of the members and the Chair of the Board of Directors of the Company
7. Decision on the recall and election of members of the Supervisory Board of the Company
8. Decision on the recall and election of the members of the Audit Committee of the Company
9. Determining the remuneration of the Members of the Board of Directors and the Supervisory Board
10. Other

23 March 2023

Takarék Mortgage Bank Co Plc.	Tax number: 12321942-4-44
H-1117 Budapest, Magyar Tudósok körútja 9. G. épület ˙	Company registration number: 01-10-043638
[e-mail]˙www.takarekjzb.hu	Company Registry Court of Budapest-Capital Regional Court

Manner of holding the General Meeting

The General Meeting shall be held with the direct participation of the shareholders.

Conditions of participation in the General Meeting and the exercise of voting rights

1. According to Section 3.1.24.1(e) of the Statutes of the Company, each series "A" ordinary share with a nominal value of HUF 100-i.e. one hundred forints-entitles its holder to one vote at the general meeting.
2. A shareholder or a nominee shareholder defined in Sections 151-155 of the Capital Market Act may attend the General Meeting of the Company, who has been registered in the share register at the time of the General Meeting Closing of the Share Register, in accordance with the result of shareholder compliance.
3. The Company requests KELER Zrt. to identify the shareholders by the time of the General Meeting as a corporate event. The date for the shareholder identification related to the General Meeting shall be 19 April 2023. The rules of shareholder identification are set out in the General Operating Rules of KELER Zrt.
4. At 6 (six) p.m. Budapest time on the second business day prior to the General Meeting, the Company shall delete all data in the share register in effect at the time of shareholder compliance and simultaneously register therein data in conformity with the result of shareholder compliance, and close the same together with the data of shareholder compliance ("General Meeting Closing of the Share Register").
   Date of Closing of the General Meeting Closing of the Share Register: 24 April 2023, 6.00 p.m.
   Thereafter, data relating to the shareholding of a shareholder may be registered in the share register on the business day following the General Meeting at the earliest.
5. Shareholders may also exercise rights related to the General Meeting by way of representatives. A member of the Board of Directors, Supervisory Board, the auditor and the trustee may not be authorised. Shareholders may also authorise senior employees of the Company to exercise General Meeting related rights. Authorisation for representation is valid for one General Meeting or for the time determined in the authorisation, but for up to twelve
6. 1. months. The validity of authorised representation shall extend to the resumption of adjourned General Meetings and General Meetings reconvened as a result of a lacking quorum. Authorisation shall be issued as a public instrument or private document of full probative force and submitted to the Company at the place and time specified in the General Meeting notice. The authorisation given by the nominee shareholder shall state that the representative acts in the capacity of nominee shareholder.

For shareholders that are not natural persons, the right of representation of the signer of the power of attorney or the person(s) acting on behalf of the non-natural person shareholder at the General Meeting must be certified by presenting a copy or notary-public-attested copy of a certificate issued by a public register (e.g. extract from the company registry) and an authentic declaration lending powers to sign on behalf of the company (specimen signature attested by a notary public) or a sample signature countersigned by an attorney-at-law. If the document(s) relating to the right of representation were issued in a language other than Hungarian, a certified Hungarian translation must also be attached to the instrument. If the power of attorney was issued abroad, its form must be in compliance with the laws relating to the authentication or legislation of instruments issued abroad.

1. Shareholders have a right to information concerning matters on the General Meeting's agenda. Accordingly, upon the shareholder's written request submitted at least eight days before the date of the General Meeting, the Board of Directors shall provide the information necessary for discussing the given item on the agenda of the General Meeting three days before the date of the same. The Board of Directors may bind the exercise of the above right

Takarék Mortgage Bank Co Plc. H-1117 Budapest, Magyar Tudósok körútja 9. G. épület ˙ [e-mail]˙www.takarekjzb.hu

Tax number:12321942-4-44

Company registration number: 01-10-043638

Company Registry Court of Budapest-Capital Regional Court

to information to a written non-disclosure declaration issued by the shareholder requesting information. The Board of Directors may deny the provision of information and access to documents if this would breach the Company's business, bank, securities or other such secrets, if the person requesting information abuses their right or fails to provide a non-disclosure declaration notwithstanding a notice. If the person requesting information considers the denial of information to be unreasonable, they may request the company registry court to oblige the Company to provide such information.

1. The Company shall allow all shareholders attending the General Meeting to exercise the right to information, commenting and to motion, provided that exercise of such rights does not prevent the regular and proper operation of the General Meeting. To ensure the exercise of shareholder rights defined hereunder, the Chair of the General Meeting shall give the floor to shareholders at the General Meeting, under condition that the Chair may limit speaking time, interrupt the speaker, in particular, upon deviation from the topic, and-when several persons are speaking simultaneously-determine the order of speeches to ensure the regular and proper operation of the General Meeting. The Company has five (5) business days available from the date of the General Meeting to answer questions raised at the General Meeting and not answered to the satisfaction of shareholders.
2. If the conditions of participation in the General Meeting and exercise of the voting rights are fulfilled, the shareholder or their representative may request an electronic or other device for the casting of votes after certifying their identity and signing the attendance sheet.

Quorum;

place and time of the repeated General Meeting in the case there is a lack of quorum at the General Meeting

According to Clause 3.1.9 of the Statutes, the General Meeting has a quorum if shareholders representing more than half of all shares providing voting rights are present. If the General Meeting does not have a quorum, the Company will hold the repeated general meeting-convened via this Notice-atthe site of the original General Meeting, on 26 April 2023 (Wednesday), at 11 a.m. The repeated general meeting shall have a quorum in relation to all matters included in the original agenda without regard to the number of shareholders attending. Attendance of the repeated General Meeting is subject to registration, which opens on 26 April 2023 (Wednesday), at 10:30 a.m.

Publication of proposals and proposed resolutions for the General Meeting

In accordance with the provisions of the Articles of Association relating to the publication of the announcements of the Company, the Board of Directors of the Company shall publish the summaries relating to the number of shares and voting rights as at the time of convening of the General Meeting (including separate summaries for each share class), the summary of the proposals relating to the items on the agenda, the related reports and proposed resolutions of the Supervisory Board and the forms to be used for voting by proxy (unless already sent to the shareholders directly) 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 21 (twenty-one) days prior to the General Meeting, in the Hungarian and English language. After that, the written proposals and draft resolutions related to the matters included in the agenda of the General Meeting will also be available at the registered seat of the Company.

Takarék Mortgage Bank Co Plc.

Takarék Mortgage Bank Co Plc. H-1117 Budapest, Magyar Tudósok körútja 9. G. épület ˙ [e-mail]˙www.takarekjzb.hu

Tax number:12321942-4-44

Company registration number: 01-10-043638

Company Registry Court of Budapest-Capital Regional Court