Takarek Jelzlogbank : RESOLUTIONS OF THE GENERAL SHAREHOLDER’S ANNNUAL MEETING ON 26 APRIL, 2023

RESOLUTIONS OF THE GENERAL SHAREHOLDER‘S ANNNUAL MEETING ON 26 APRIL, 2023

ANNOUNCEMENT

Takarék Mortgage Bank Co. Plc (seat: H-1117 Budapest, Magyar Tudósok körútja 9. G.ép., registered No.: 01-

10-043638, hereinafter: “Company”) hereby informs its shareholders on the resolutions of the General Shareholder’s Annual Meeting (“General Meeting”) held on 26 April 2023, in the framework of meeting its obligations on extraordinary information as provided by Act CXX of 2001 on the Capital Market and Decree No. 24/2008 of the Minister of Finance on the Detailed Rules of Disclosure Obligation Relating to Securities Issued to the Public.

At the date of the General Meeting the total amount of the series “A” ordinary shares embodying voting rights was 108,236,699 pieces. At the date of the General Meeting the Company owned 253,601 pieces of series “A” ordinary shares (treasury shares).

In the course of the decision making the results were rounded to two decimals.

The summary of the procedural resolutions are as follows:

Resolution nr. 1/2023. (26.04.) of the General Meeting

The General Meeting agreed that the voting shall take place at the same time as an open vote, by lifting the board showing the name of the shareholder and the number of votes.

The number of the votes validly cast was 101.135.375 which represent 93,22% of the share capital.

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Resolution nr. 2/2023. (26.04.) of the General Meeting

The General Meeting elected dr. Leskó János, employee of the Company to take the minutes of the General Meeting.

The number of the votes validly cast was 101.135.375 which represent 93,22% of the share capital.

***Resolution nr. 3/2023. (26.04.) of the General Meeting

The General Meeting elected as member of the teller committee Buzás Erzsébet and Palánkai Gábor employees of the Company.

The number of the votes validly cast was 101.135.375 which represent 93,22% of the share capital.

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RESOLUTIONS OF THE GENERAL SHAREHOLDER‘S ANNNUAL MEETING ON 26 APRIL, 2023

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Resolution nr. 4/2023. (26.04.) of the General Meeting

The General Meeting elected dr. Pósfai-Szabó Réka, representative of the MTB Magyar Takarékszövetkezeti Bank Zrt. to authenticate the minutes.

The number of the votes validly cast was 101.135.375 which represent 93,22% of the share capital.

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Resolution nr. 5/2023. (26.04.) of the General Meeting

The General Meeting accepted of its agenda and wants to negotiate in order of following:

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. Determining the remuneration of the Members of the Board of Directors and the Supervisory Board
7. Others

The number of the votes validly cast was 101.135.375 which represent 93,22% of the share capital.

Under the items of the Agenda the General Meeting passed the resolutions as follows:

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RESOLUTIONS OF THE GENERAL SHAREHOLDER‘S ANNNUAL MEETING ON 26 APRIL, 2023

Agenda item No. 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

Resolution nr. 6/1/2023. (26.04.) of the General Meeting

Does the General Meeting wish to decide on the dividend payment for 2022 to the charge of annual profit in such a way that the amount of dividend to be accepted is 60 HUF per ordinary share of series “A”.

The number of the votes validly cast was 101.141.461 which represent 93,22% of the share capital.

Resolution nr. 6/2/2023. (26.04.) of the General Meeting

1. The General Meeting approved the Company’s Stand Alone Business Report for 2022 conducted as defined in the International Accounting Standards (“IFRS”) adopted by the European Union.
2. The General Meeting approved the Company’s statements for 2022 as defined in the International Accounting Standards (“IFRS”) adopted by the European Union (Stand Alone Comprehensive Income Statement, Stand Alone
   Comprehensive Statement of Other Income, Stand Alone Statement of Financial Position, Stand Alone Statement of Cash Flow, Stand Alone Statement of Changes in Equity, Notes).

The General Meeting determined that

1. • the balance sheet total of the Company is HUF 813,948 million
   • the profit after tax of the Company is HUF 1,811 million.
2. The General Meeting has adopted the following resolutions on profit for the year in question as in the followings:
3. • dividends will not be paid on Series “A” shares for the year 2022.
   • the Company places the profit for the year 2022 in profit reserves and creates a general reserve of HUF 181 million pursuant to legal rule.

The number of the votes validly cast was 101.141.461 which represent 93,22% of the share capital.

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RESOLUTIONS OF THE GENERAL SHAREHOLDER‘S ANNNUAL MEETING ON 26 APRIL, 2023

Resolution nr. 6/3/2023. (26.04.) of the General Meeting

The general meeting of Takarék Mortgage Bank Public Company Limited by Shares (hereinafter: “Company”) agreed that the Takarék Mortgage Bank Co Plc. Company Evaluation Index, which also serves as the basis for the payment of performance-based remunerations for 2022, is approved by the general meeting of MKB Bank Nyrt., implemented on the basis of the preliminary assessment. Performance-based remuneration will be awarded following confirmation by the general meeting.

The general meeting of the Company agreed that the amount of the individual Performance-based remuneration of the CEO is established on the basis of the joint assessment of the Group level and Company business objectives, also taking into account the financial and non-financial criteria. The non-business criteria are evaluated along the competences that correspond to the company’s values. The general meeting of the Company declared that the business objectives of Takarék Mortgage Bank Co Plc. have been achieved for the financial year 2022 and approves that actual payment rates are determined and paid as part of the group performance assessment process.

The number of the votes validly cast was 101.141.461 which represent 93,22% of the share capital.

* * *

Agenda item No. 2

Approving the Responsible Corporate Governance Report

Resolution nr. 7/2023. (26.04.) of the General Meeting

The General Meeting approved the Company’s Responsible Corporate Governance Report for the business year 2022 with the content of the written submission relevant for the agenda item.

The number of the votes validly cast was 101.141.461 which represent 93,22% of the share capital.

* * *

Agenda item No. 3

Indemnification of the members of the Board of Directors and the Supervisory Board of Takarék

Mortgage Bank Co, Plc.

Resolution nr. 8/2023. (26.04.) of the General Meeting

The general meeting determined the adequacy of the management activities of the following members of the Board of Directors and the audit activities of the following members of the Supervisory Board during the relevant period, and therefore grants them the following discharge from liability pursuant to section 3:117 of the Act V of 2013 on the Civil Code, as follows:

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RESOLUTIONS OF THE GENERAL SHAREHOLDER‘S ANNNUAL MEETING ON 26 APRIL, 2023

Members of the Board of Directors of Takarék Mortgage Bank Co Plc.:

The number of the votes validly cast was 101.141.461 which represent 93,22% of the share capital.

* * *

Agenda item No. 4

Election and determination of the remuneration of the Company’s auditor

Resolution nr. 9/2023. (26.04.) of the General Meeting

The General Meeting of Takarék Mortgage Bank Co Plc. (“Company”) supported that the specific audit tasks of Takarék Mortgage Bank Co Plc. be performed by PricewaterhouseCoopers Könyvvizsgáló Kft. for the business year 2023 for a maximum fee of HUF 31 million + VAT.

The General Meeting of Takarék Mortgage Bank Co Plc. (“Company”) supported that the auditor in charge be MÉSZÁROS Balázs Árpád, and, if he is prevented from performing his tasks, BALÁZS Árpád.

The number of the votes validly cast was 101.141.461 which represent 93,22% of the share capital.

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