FHB Jelzalogbank : Co. Plc. – Opinion of the Board of Directors according to subsection 4 section 73/A of Capital Market Act

The Board of Directors of FHB Mortgage Bank Co. Plc. (hereinafter referred to as the 'Company') adopted its opinion on the Public Takeover Bid (hereinafter referred to as the 'Public Takeover Bid') made by the Bank of Hungarian Savings Cooperatives /in Hungarian: Magyar Takarékszövetkezeti Bank Zrt./ and 22 cooperative credit institutions (hereinafter referred to as the 'Bidder') in compliance with section 73/A subsection (2) of Act CXX of 2001 on the Capital Market (hereinafter referred to as the 'Capital Market Act') in the format set out in Annex 9 to the Capital Market Act, as follows:

1. Seat of the company

FHB Mortgage Bank Co. Plc. (1082 Budapest, Üllői út 48.)

2. Summary of the Public Takeover Bid, including fundamental terms and conditions (price, period in which the declaration of acceptance to be introduced, payment terms)

The Bidder launched a Public Takeover Bid to all shareholders in the Company respectively all the shares of the Company (including series 'A', 'B' and 'C' shares) in compliance with Section 71 subsection (1) of the Capital Market Act - excluding shares possessed by the contracting parties to the Collaboration Agreement /in Hungarian: Összehangolási megállapodás/ (See here) that cannot be engaged in a deal.

The bid price, so the purchase price per share to be paid for all shares by the Bidder in case of the series 'A' and 'B' shares shall be HUF 533 (say Five hundred thirty-three forints), and in case of series 'C' shares it shall be HUF 5,330 (say Five thousand three hundred and thirty forints) - with regard to its face value. Section 2.1 of Chapter III. in the Public Takeover Bid specifies how the bid price is to be determined as well as data and aspects taken into account.

In compliance with Section 69 subsection (7) point a) of the Capital Market Act the Bidder provided an original bank certificate issued and duly signed by the bank of the Bidder conforming that the Bidder has at least HUF 18,365,763,286 (say eighteen billion three hundred and sixty-five million seven hundred and sixty-three thousand two hundred and eighty-six forints) in cash to cover the payment of the bid price.

Bidder shall determine the starting and ending dates for introducing the declaration of acceptance for the bid, after the decision of the Central Bank of Hungary (MNB) approving the Public Takeover Bid has been received. The closing date shall be on the 35th (thirty-fifth) working day following the starting date for introducing the declaration of acceptance, or if this day falls on a public holiday, on the first subsequent working day. The deadline of acceptance, namely the period within which the declaration of acceptance for the Public Takeover Bid is to be introduced by a shareholder shall start at 10.00 o'clock on the starting date and end at 12.00 o'clock on the ending date.

Acceptance of the Public Takeover Bid shall be considered as valid, if

- the number of shares determined in the declaration of acceptance has been indeed approved within the deadline of acceptance on the transaction account no. 0070/000018 at KELER Ltd, and

- after the aforementioned criteria has been met, the shareholder introducing a declaration of acceptance submit the signed original declaration of acceptance (Annex No. 2 to the Public Takeover Bid) by adding further annexes if required according to the Public Takeover Bid no later than 12.00 o'clock on the ending date to the specified locations.

Detailed rules on the submission of the declaration of acceptance are included in Section 2.2 in Chapter IV of the Public Takeover Bid.

The bid price shall be paid by the Bidder in cash, in full (in Hungarian forints only) to shareholders that has introduced a declaration of acceptance for the Public Takeover Bid validly, within 5 (five) working days from the ending date, by means of bank transfer, to the bank account or person holding account at a bank in Hungary, as specified in the declaration of acceptance or Annex no. 7 to the Public overtake bid. 2

3. A declaration to indicate whether the executive employees of the Company hold any executive office or have any participating interests in the Bidder, or in the holder of a participating interest in the Bidder, or any other relationship between the aforementioned

From the executive employees of the Company, József Vida, the chairman of the Board of Directors hold an executive office in the Bidder (chairman of the Board of Directors and Chief Executive Officer), and in B3 Savings Bank /in Hungarian: B3 Takarékszövetkezet/ (chairman of the Board of Directors and Chief Executive Officer) from among the companies making a bid.