Obligation OTP Bank 0% ( XS0214084252 ) en EUR

Société émettrice OTP Bank
Prix sur le marché 100 %  ▲ 
Pays  Hongrie
Code ISIN  XS0214084252 ( en EUR )
Coupon 0%
Echéance 04/03/2015 - Obligation échue



Prospectus brochure de l'obligation OTP Bank (Hun) XS0214084252 en EUR 0%, échue


Montant Minimal 500 000 EUR
Montant de l'émission 125 000 000 EUR
Description détaillée OTP Bank (Hun) est une grande banque commerciale hongroise, filiale du groupe OTP, opérant en Hongrie et dans plusieurs pays d'Europe centrale et orientale, offrant une large gamme de services bancaires aux particuliers et aux entreprises.

L'Obligation émise par OTP Bank ( Hongrie ) , en EUR, avec le code ISIN XS0214084252, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/03/2015







Offering Circular
OTP Bank Rt.
(incorporated with limited liability in the Republic of Hungary)
e125,000,000
Floating Rate Subordinated Notes due March 2015
Issue price: 100 per cent.
The e125,000,000 Floating Rate Subordinated Notes due March 2015 (the Notes) are issued by OTP Bank Rt. (the
Issuer or the Bank).
Interest will be payable quarterly in arrear on 4th March, 4th June, 4th September and 4th December of each year
(each an Interest Payment Date) subject to adjustment in accordance with the modified following business day
convention. Interest will accrue from and including 4th March, 2005 to but excluding the interest payment date
falling in March 2015 and will be at a rate of 0.55 per cent. per annum above three month EURIBOR as further
described, and except as mentioned, under ``Conditions of the Notes ç Interest''.
The Issuer may redeem the Notes at par on any Interest Payment Date in the event of certain tax changes. The
Notes mature on the interest payment date falling in March 2015. See ``Conditions of the Notes ç Redemption
and Purchase''.
Application has been made for the listing of the Notes on the Luxembourg Stock Exchange.
The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest
coupons, which will be deposited on or about 4th March, 2005 (the Closing Date) with a common depositary for
Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear) and Clearstream Banking, socie¤te¤
anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests
in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the
Global Notes), without interest coupons, on or after 14th April, 2005 (the Exchange Date), upon certification as
to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive
Notes only in certain limited circumstances ç see ``Summary of Provisions relating to the Notes while represented
by the Global Notes''.
JPMorgan
3rd March, 2005


The Issuer accepts responsibility for the information contained in this Offering Circular. 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 Offering Circular is in accordance with the facts and does not omit anything likely to
affect the import of such information. The Issuer, having made all reasonable enquiries, confirms that this
Offering Circular contains or incorporates all information which is material in the context of the Notes, that the
information contained or incorporated in this Offering Circular is true and accurate in all material respects and is
not misleading, that the opinions and intentions expressed in this Offering Circular are honestly held and that
there are no other facts the omission of which would make this Offering Circular or any of such information or the
expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly.
No person has been authorised to give any information or to make any representation other than those contained
in this document in connection with the offering of the Notes and, if given or made, such information or
representations must not be relied upon as having been authorised by the Issuer or J.P. Morgan Securities Ltd. as
Manager. Neither the delivery of this document nor any sale made hereunder shall, under any circumstances,
constitute a representation or create any implication that there has been no change in the affairs of the Issuer or
the Group since the date hereof. This document does not constitute an offer of, or an invitation by, or on behalf
of, the Issuer or the Manager to subscribe for, or purchase, any of the Notes. This document does not constitute
an offer, and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in
any circumstances in which such an offer or solicitation is not authorised or is unlawful. This Offering Circular may
only be used for the purposes for which it has been published.
The Manager has not separately 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 Manager
as to the accuracy or completeness of the information contained in this Offering Circular or any other information
provided by the Issuer in connection with the Notes or their distribution.
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer or the Manager that any recipient of this Offering Circular should
purchase any of the Notes. Each investor contemplating purchasing Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended,
(the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may
not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain
restrictions on the offering and sale of the Notes and on distribution of this document, see ``Subscription and
Sale'' below.
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES LTD. OR ANY PERSON ACTING
FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE
OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED
PERIOD. HOWEVER THERE MAY BE NO OBLIGATION ON J.P. MORGAN SECURITIES LTD. OR ANY AGENT
OF ITS TO DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND
MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
All references in this document to EUR, euro and j refer to the currency introduced at the start of the third stage
of European economic and monetary union pursuant to the Treaty establishing the European Community (signed
in Rome on 25th March, 1957), as amended, all references to HUF and Forint are to Hungarian Forint, all
references to BGN are to Bulgarian leva and all references to SKK are to Slovakian koruny.
As of 2nd March, 2005:
the exchange rate for HUF to EUR is HUF 242.144 to EUR 1;
the exchange rate for BGN to EUR is BGN 1.94477 to EUR 1; and
the exchange rate for SKK to EUR is SKK 37.8508 to EUR 1.
2


Contents
Page
Incorporation by Reference ..............................................................................................................................
3
Conditions of the Notes.....................................................................................................................................
4
Summary of Provisions relating to the Notes while Represented by the Global Notes .....................
12
Use of Proceeds....................................................................................................................................................
14
Capitalisation of the Issuer ...............................................................................................................................
15
OTP Bank Rt. .........................................................................................................................................................
16
Management ........................................................................................................................................................
24
Loans, Risk Management...................................................................................................................................
28
Capital Adequacy ................................................................................................................................................
32
Subsidiaries...........................................................................................................................................................
33
Financial Data Discussed under IFRS ...............................................................................................................
40
Financial Statements ..........................................................................................................................................
45
The Hungarian Banking System.......................................................................................................................
49
Financial Overview of the Hungarian Banking Sector................................................................................
53
Taxation.................................................................................................................................................................
54
Subscription and Sale .........................................................................................................................................
56
General Information ...........................................................................................................................................
58
Incorporation by Reference
The audited consolidated and unconsolidated financial statements of the Issuer as at and for the years ended
31st December, 2002 and 2003 and the unaudited consolidated and unconsolidated financial statements of the
Issuer for the year ended 31st December, 2004 are incorporated by reference into this Offering Circular and may
be obtained free of charge at the specified office of J.P. Morgan Bank Luxembourg S.A. as Luxembourg listing
agent.
All figures in this Offering Circular are derived from statements prepared in accordance with IFRS, unless
otherwise indicated.
When used in this Offering Circular HAR means the Hungarian National Accounting Regulations.
Any figures included with reference to the ``Bank'' shall be derived from unconsolidated data and any figures
included with reference to the ``Group'' shall be derived from consolidated data.
3


Conditions of the Notes
The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed on each
Note in definitive form:
The e125,000,000 Floating Rate Subordinated Notes due March 2015 (the Notes, which expression shall in these
Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 12 and
forming a single series with the Notes) of OTP Bank Rt. (the Issuer) are issued subject to and with the benefit of an
Agency Agreement dated 4th March, 2005 (such agreement as amended and/or supplemented and/or restated
from time to time, the Agency Agreement) made between the Issuer, JPMorgan Chase Bank, National
Association as fiscal agent, principal paying agent and agent bank (the Fiscal Agent) and the other initial paying
agents named in the Agency Agreement (together with the Fiscal Agent, the Paying Agents).
The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and
definitions in the Agency Agreement. Copies of the Agency Agreement are available for inspection during normal
business hours by the holders of the Notes (the Noteholders) and the holders of the interest coupons
appertaining to the Notes (the Couponholders and the Coupons respectively) at the specified office of each of
the Paying Agents. The Noteholders and the Couponholders are entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of the Agency Agreement applicable to them. References in these
Conditions to the Fiscal Agent and the Paying Agents shall include any successor appointed under the Agency
Agreement.
1.
Form, Denomination and Title
1.1
Form and Denomination
The Notes are in bearer form, serially numbered, in the denomination of e50,000 each with Coupons attached on
issue.
1.2
Title
Title to the Notes and to the Coupons will pass by delivery.
1.3
Holder Absolute Owner
The Issuer and any Paying Agent may (to the fullest extent permitted by applicable laws) deem and treat the
bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be
overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous
loss or theft of the Note or Coupon).
2.
Status and Subordination
The Notes and the Coupons constitute unconditional, unsecured and subordinated obligations of the Issuer
(ala¤rendelt klcsnto
L L ke, as defined in Point 10 of Annex 5 to Act CXII of 1996 on Credit Institutions and Financial
Enterprises, as amended from time to time) and, subject to the provisions of the following paragraph, rank pari
passu without any preference among themselves. The Notes will be treated equally and all amounts paid by the
Issuer in respect of principal and interest thereon will be paid pro rata on all the Notes.
In the event of the liquidation (felsza¤mola¤s) of the Issuer in accordance with Act XLIX of 1991 on Bankruptcy,
Liquidation and Voluntary Winding-up Proceedings, the payment obligations of the Issuer under the Notes and
the Coupons will rank in right of payment after unsubordinated unsecured creditors (including depositors) of the
Issuer but at least pari passu with all other subordinated obligations of the Issuer which do not rank or are not
expressed by their terms to rank junior to the Notes and in priority to the claims of shareholders of the Issuer.
Each holder of a Note unconditionally and irrevocably waives any right of set-off, counterclaim, abatement or
other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Note.
3.
Interest
3.1
Interest Payment Dates
The Notes bear interest from and including 4th March, 2005 (the Interest Commencement Date), and interest
will be payable on 4th March, 4th June, 4th September and 4th December in each year (each an Interest
Payment Date). If any Interest Payment Date would otherwise fall on a day which is not a Business Day (as
defined below) it shall be postponed to the next day which is a Business Day unless it would then fall into the next
4


calendar month in which event the Interest Payment Date shall be brought forward to the immediately preceding
Business Day. The first Interest Payment Date will fall in June 2005.
The period from and including the Interest Commencement Date to but excluding the first Interest Payment Date
and each successive period from and including an Interest Payment Date to but excluding the next succeeding
Interest Payment Date is called an Interest Period.
3.2
Interest Accrual
Each Note will cease to bear interest from and including the due date for redemption unless, upon due
presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is
otherwise made in respect of the payment. In such event, interest will continue to accrue until whichever is the
earlier of:
(a)
the date on which all amounts due in respect of such Note have been paid; and
(b)
five days after the date on which the full amount of the moneys payable in respect of such Notes has been
received by the Fiscal Agent and notice to that effect has been given to the Noteholders in accordance with
Condition 10.
3.3
Rate of Interest
The rate of interest payable from time to time in respect of the Notes (the Rate of Interest) will be determined on
the basis of the following provisions:
(a)
On each Interest Determination Date (as defined below), the Fiscal Agent or its duly appointed successor (in
such capacity, the Agent Bank) will determine the Screen Rate (as defined below) at approximately 11.00 a.m.
(Brussels time) on that Interest Determination Date. If the Screen Rate is unavailable, the Agent Bank will request
the principal Euro-zone (as defined below) office of each of the Reference Banks (as defined below) to provide the
Agent Bank with the rate at which deposits in euro are offered by it to prime banks in the Euro-zone interbank
market for three months at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date in
question and for a Representative Amount (as defined below).
(b)
The Rate of Interest for the Interest Period shall be the Screen Rate plus the Margin (as defined below) or, if
the Screen Rate is unavailable, and at least two of the Reference Banks provide such rates, the arithmetic mean
(rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) as established by the
Agent Bank of such rates, plus the Margin.
(c)
If fewer than two rates are provided as requested, the Rate of Interest for that Interest Period will be the
arithmetic mean of the rates quoted by major banks in the Euro-zone, selected by the Agent Bank, at
approximately 11.00 a.m. (Brussels time) on the first day of such Interest Period for loans in euro to leading
European banks for a period of three months commencing on the first day of such Interest Period and for a
Representative Amount, plus the Margin. If the Rate of Interest cannot be determined in accordance with the
above provisions, the Rate of Interest shall be determined as at the last preceding Interest Determination Date.
(d)
The Margin (the Margin) in relation to the Notes is 0.55 per cent. per annum.
(e)
In these Conditions (except where otherwise defined), the expression:
(i)
Business Day means a day which is both a day on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealing in foreign exchange and foreign currency
deposits) in London and a TARGET Settlement Day;
(ii)
Euro-zone means the region comprised of the member states of the European Union that have adopted the
single currency in accordance with the Treaty establishing the European Community (signed in Rome on
25th March, 1957) as amended;
(iii)
Interest Determination Date means the second TARGET Settlement Day before the commencement of
the Interest Period for which the rate will apply;
(iv)
Reference Banks means the principal Euro-zone office of each of four major banks engaged in the Euro-
zone interbank market selected by the Agent Bank provided that, once a Reference Bank has been selected by the
Agent Bank, that Reference Bank shall not be changed unless and until it ceases to be capable of acting as such;
(v)
Representative Amount means, in relation to any quotation of a rate for which a Representative Amount
is relevant, an amount that is representative for a single transaction in the relevant market at the relevant time;
5


(vi)
Screen Rate means the rate for three month deposits in euro which appears on the Telerate Page 248 (or
such replacement page on that service which displays the information); and
(vii)
TARGET Settlement Day means any day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is open.
3.4
Determination of Rate of Interest and Interest Amount
The Agent Bank shall, as soon as practicable after 11.00 a.m. (Brussels time) on each Interest Determination Date,
but in no event later than the third Business Day thereafter, determine the euro amount (the Interest Amount)
payable in respect of interest on each e50,000 principal amount of Notes for the relevant Interest Period. The
Interest Amount shall be determined by applying the Rate of Interest to such principal amount, multiplying the
sum by the actual number of days in the Interest Period concerned divided by 360 and rounding the resultant
figure to the nearest cent (half a cent being rounded upwards).
3.5
Publication of Rate of Interest and Interest Amount
The Agent Bank shall cause the Rate of Interest and the Interest Amount for each Interest Period and the relative
Interest Payment Date to be notified to the Issuer, the Fiscal Agent and to any stock exchange or other relevant
authority on which the Notes are at the relevant time listed and to be published in accordance with Condition 10
as soon as possible after their determination, and in no event later than the second Business Day thereafter. The
Interest Amount and Interest Payment Date may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of an extension or shortening of the
Interest Period.
3.6
Notifications, etc. to be Final
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed,
made or obtained for the purposes of the provisions of this Condition, whether by the Reference Banks (or any of
them) or the Agent Bank, will (in the absence of wilful default, bad faith or manifest error) be binding on the
Issuer, the Agents and all Noteholders and Couponholders and (in the absence of wilful default, bad faith or
manifest error) no liability to the Issuer or the Noteholders or the Couponholders shall attach to the Reference
Banks (or any of them), the Agent Bank in connection with the exercise or non-exercise by it of its powers, duties
and discretions under this Condition.
3.7
Agent Bank
The Issuer shall procure that, so long as any of the Notes remains outstanding, there is at all times an Agent Bank
for the purposes of the Notes and the Issuer may terminate the appointment of the Agent Bank. In the event of
the appointed office of any bank being unable or unwilling to continue to act as the Agent Bank or failing duly to
determine the Rate of Interest and the Interest Amount for any Interest Period, the Issuer shall appoint the Euro-
zone office of another major bank engaged in the Euro-zone interbank market to act in its place. The Agent Bank
may not resign its duties or be removed without a successor having been appointed.
4.
Payments
4.1
Payments in respect of Notes
Payments of principal and interest in respect of each Note will be made against presentation and surrender (or, in
the case of part payment only, endorsement) of the Note, except that payments of interest due on an Interest
Payment Date will be made against presentation and surrender (or, in the case of part payment only,
endorsement) of the relevant Coupon, in each case at the specified office outside the United States of any of the
Paying Agents.
4.2
Method of Payment
Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited
or transferred) specified by the payee or, at the option of the payee, by euro cheque.
4.3
Missing Unmatured Coupons
Upon the date on which any Note becomes due and repayable, all unmatured Coupons appertaining to the Note
(whether or not attached) shall become void and no payment shall be made in respect of such Coupons.
6


4.4
Payments subject to Applicable Laws
Payments in respect of principal and interest on Notes are subject in all cases to any fiscal or other laws and
regulations applicable in the place of payment, but without prejudice to the provisions of Condition 6.
4.5
Payment only on a Presentation Date
A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Date and shall not,
except as provided in Condition 3, be entitled to any further interest or other payment if a Presentation Date is
after the due date.
Presentation Date means a day which (subject to Condition 7):
(a)
is or falls after the relevant due date;
(b)
is a Business Day in the place of the specified office of the Paying Agent at which the Note or Coupon is
presented for payment; and
(c)
in the case of payment by credit or transfer to a euro account as referred to above, is a TARGET Settlement
Day.
In this Condition, Business Day means, in relation to any place, a day on which commercial banks and foreign
exchange markets settle payments and are open for general business (including dealing in foreign exchange and
foreign currency deposits) in that place.
4.6
Initial Paying Agents
The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions.
The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and to appoint
additional or other Paying Agents provided that:
(a)
there will at all times be a Fiscal Agent;
(b)
there will at all times be at least one Paying Agent (which may be the Fiscal Agent) having its specified office
in a European city which so long as the Notes are listed on the Luxembourg Stock Exchange shall be Luxembourg;
and
(c)
the Issuer undertakes that it will to the extent possible and permitted by law ensure that it maintains a
Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to
European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN
Council meeting of 26th-27th November, 2000 or any law implementing or complying with, or introduced in
order to conform to, such Directive.
Notice of any termination or appointment and of any changes in specified offices shall be given to the
Noteholders promptly by the Issuer in accordance with Condition 10.
5.
Redemption and Purchase
5.1
Redemption at Maturity
Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at
their principal amount on the Interest Payment Date falling in March 2015.
5.2
Redemption for Taxation Reasons
If:
(a)
as a result of any change in, or amendment to, the laws or regulations of the Republic of Hungary, or any
change in the official interpretation of the laws or regulations of the Republic of Hungary, which change or
amendment becomes effective after 3rd March, 2005, on the next Interest Payment Date the Issuer would be
required to pay additional amounts as provided or referred to in Condition 6; and
(b)
the requirement cannot be avoided by the Issuer taking reasonable measures available to it,
the Issuer may at its option (but subject to the prior approval of the Hungarian Financial Supervisory Authority
(Pe¤nzgyi Szervezetek A¤llami Felgyelete) (the Regulator, which expression shall include any successor to the
Hungarian Financial Supervisory Authority (Pe¤nzgyi Szervezetek A¤llami Felgyelete) as the relevant regulator of
banks operating in the Republic of Hungary) where required), having given not less than 30 nor more than 60
days' notice to the Noteholders in accordance with Condition 10 (which notice shall be irrevocable), redeem all
the Notes, but not some only, on the next Interest Payment Date at their principal amount. Prior to the publication
7


of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent a certificate
signed by two Directors of the Issuer stating that the requirement referred to in (a) above will apply on the next
Interest Payment Date and setting forth a statement of facts showing that the conditions precedent to the right of
the Issuer so to redeem have occurred and cannot be avoided by the Issuer taking reasonable measures available
to it and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will
become obliged to pay such additional amounts as a result of the change or amendment.
5.3
Purchases
The Issuer or any of its subsidiaries may, subject to the prior approval of the Regulator where required, at any time
purchase Notes (provided that all unmatured Coupons appertaining to the Notes are purchased with the Notes) in
any manner and at any price.
5.4
Cancellations
All Notes which are (a) redeemed or (b) purchased by or on behalf of the Issuer or any of its Subsidiaries will
forthwith be cancelled, together with all relative unmatured Coupons attached to the Notes or surrendered with
the Notes, and accordingly may not be reissued or resold.
5.5
Notices Final
Upon the expiry of any notice as is referred to in paragraph 5.2 above the Issuer shall be bound to redeem the
Notes to which the notice refers in accordance with the terms of such paragraph.
6.
Taxation
6.1
Payment without Withholding
All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction
for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever
nature (Taxes) imposed or levied by or on behalf of the Republic of Hungary or any political subdivision or any
authority thereof or therein with power to tax, unless the withholding or deduction of the Taxes is required by
law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts
received by the Noteholders and Couponholders after the withholding or deduction shall equal the respective
amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the
absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any
payment in respect of any Note or Coupon:
(a)
presented for payment by or on behalf of a holder who is liable to the Taxes in respect of the Note or
Coupon by reason of his having some connection with the Republic of Hungary other than the mere holding of
the Note or Coupon; or
(b)
presented for payment in the Republic of Hungary; or
(c)
where such withholding or deduction is imposed on a payment to an individual and is required to be made
pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the
ECOFIN Council meeting of 26th-27th November, 2000 on the taxation of savings income or any law
implementing or complying with, or introduced in order to conform to, such Directive; or
(d)
presented for payment by or on behalf of a holder who would have been able to avoid such withholding or
deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the
European Union; or
(e)
presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent
that a holder would have been entitled to additional amounts on presenting the same for payment on the last day
of the period of 30 days assuming that day to have been a Presentation Date (as defined in Condition 4).
In these Conditions Relevant Date means the date on which the payment first becomes due but, if the full
amount of the money payable has not been received by the Fiscal Agent on or before the due date, it means the
date on which, the full amount of the money having been so received, notice to that effect has been duly given to
the Noteholders by the Issuer in accordance with Condition 10.
6.2
Additional Amounts
Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any
additional amounts which may be payable under this Condition.
8


7.
Prescription
Notes and Coupons will become void unless presented for payment within periods of 10 years (in the case of
principal) and five years (in the case of interest) from the Relevant Date in respect of the Notes or, as the case may
be, the Coupons, subject to the provisions of Condition 4.
8.
Events of Default
8.1
Liquidation
If a judgment is made for the dissolution and liquidation of the Issuer and is not cancelled within a period of
14 days from the date of such judgment or an effective resolution is passed for the dissolution and liquidation of
the Issuer, the holder of any Note may give written notice to the Fiscal Agent at its specified office that such Note
is due and payable, whereupon the same shall become forthwith due and payable at its principal amount,
together with accrued interest (if any) to the date of repayment without presentation, demand, protest or other
notice of any kind.
8.2
Non Payment
If default is made for more than 60 days in the payment of any interest due under the Notes or any of them, any
Noteholder may institute proceedings in the Republic of Hungary (but not elsewhere) in accordance with Act XLIX
of 1991 on Bankruptcy, Liquidation and Voluntary Winding-up Proceedings for the dissolution and liquidation of
the Issuer.
8.3
Breach of Obligations
To the extent permitted by applicable law and by these Conditions, a Noteholder may at its discretion institute
such proceedings against the Issuer as it may think fit to enforce any obligation, condition, undertaking or
provision binding on the Issuer under the Notes or the Coupons, but the institution of such proceedings shall not
have the effect that the Issuer shall be obliged to pay any sum or sums sooner than would otherwise have been
payable by it.
8.4
Other Remedies
No remedy against the Issuer, other than the institution of the proceedings referred to in Condition 8.2 or 8.3 and
the proving or claiming in any dissolution and liquidation of the Issuer, shall be available to the Noteholders or the
Couponholders whether for the recovering of amounts owing in respect of the Notes or the Coupons or in respect
of any breach by the Issuer of any other obligation, condition or provision binding on it under the Notes or the
Coupons.
9.
Replacement of Notes and Coupons
Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified
office of the Fiscal Agent or the Paying Agent in Luxembourg, upon payment by the claimant of the expenses
incurred in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may
reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be
issued.
10. Notices
10.1 Notices to the Noteholders
All notices to the Noteholders will be valid if published in a leading English language daily newspaper published in
London or such other English language daily newspaper with general circulation in Europe as the Issuer may
decide and, so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so
require, in one daily newspaper published in Luxembourg. It is expected that publication will normally be made in
the Financial Times and the Luxemburger Wort or the Tageblatt. The Issuer shall also ensure that notices are duly
published in a manner which complies with the rules and regulations of any stock exchange or other relevant
authority on which the Notes are for the time being listed. Any such notice will be deemed to have been given on
the date of the first publication or, where required to be published in more than one newspaper, on the date of
the first publication in all required newspapers.
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11. Meetings of Noteholders and Modification
11.1 Meetings of Noteholders
The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter
affecting their interests, including the modification by Extraordinary Resolution of any of these Conditions or any
of the provisions of the Agency Agreement. The quorum at any meeting for passing an Extraordinary Resolution
will be one or more persons present holding or representing more than 50 per cent. in principal amount of the
Notes for the time being outstanding, or at any adjourned meeting one or more persons present whatever the
principal amount of the Notes held or represented by him or them, except that at any meeting the business of
which includes the modification of certain of these Conditions the necessary quorum for passing an Extraordinary
Resolution will be one or more persons present holding or representing not less than two-thirds, or at any
adjourned meeting not less than one-third, of the principal amount of the Notes for the time being outstanding.
An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders,
whether or not they are present at the meeting, and on all Couponholders.
11.2 Modification
The Fiscal Agent may agree, without the consent of the Noteholders or Couponholders, to any modification of
any of these Conditions or any of the provisions of the Agency Agreement either (i) for the purpose of curing any
ambiguity or of curing, correcting or supplementing any manifest or proven error or any other defective provision
contained herein or therein or (ii) in any other manner which is not materially prejudicial to the interests of the
Noteholders. Any modification shall be binding on the Noteholders and the Couponholders and, unless the Fiscal
Agent agrees otherwise, any modification shall be notified by the Issuer to the Noteholders as soon as practicable
thereafter in accordance with Condition 10.
12. Further Issues
The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue
further notes, having terms and conditions the same as those of the Notes, or the same except for the amount of
the first payment of interest, which may be consolidated and form a single series with the outstanding Notes.
13. Governing Law and Submission to Jurisdiction
13.1 Governing Law
The Agency Agreement, the Notes and the Coupons are governed by, and will be construed in accordance with,
English law except for Condition 2 which is governed by, and shall be construed in accordance with, the laws of
the Republic of Hungary.
13.2 Jurisdiction of English Courts
The Issuer has irrevocably agreed for the benefit of the Noteholders and the Couponholders that the courts of
England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the
Notes or the Coupons and accordingly has submitted to the exclusive jurisdiction of the English courts. The Issuer
waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate
forum.
The Noteholders and the Couponholders may take any suit, action or proceeding arising out of or in connection
with the Notes or the Coupons respectively (together referred to as Proceedings) against the Issuer in any other
court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.
13.3 Appointment of Process Agent
The Issuer hereby irrevocably and unconditionally appoints Hungarian International Finance Ltd. at its registered
office for the time being (being on 3rd March, 2005, 9 King Street, London EC2V 8EA) as its agent for service of
process in England in respect of any Proceedings and undertakes that in the event of such agent ceasing so to act
it will appoint another person as its agent for that purpose.
13.4 Other Documents
The Issuer has in the Agency Agreement submitted to the jurisdiction of the English courts and appointed an
agent in England for service of process, in terms substantially similar to those set out above.
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Document Outline