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Non-executive members of theBoard of Directors3 of OTP BankTamás György ErdeiGabriella BaloghMihály BaumstarkDr. István GresaGyörgy NagyDr. Márton Gellért VágiDr. József Zoltán VörösDeputy Chairman of the BoDBSc Business AdministrationMSc Economics, specializationin marketingBSc Agricultural BusinessAdministration, MSc EconomicsPhD Business Administrationand EconomicsMsc International EconomicsGeneral SecretaryHungarian Football AssociationProfessor emeritus, academicianUniversity of PécsHe graduated in 1978 with a degreefrom the College of Finance andAccounting. He began his professionalcareer at OTP, in a variety of administrative roles (his last position was branchmanager), before going on to workat the Ministry of Finance in the areaof bank supervision. From 1983 he wasemployed by the Hungarian ForeignTrade Bank (today MKB), where hegradually worked his way up through theranks. In 1985 he became managingdirector, in 1990 he was appointedDeputy CEO, then in 1994 he becameCEO, and from 1997 until the end ofMarch 2012 he was Chairman & CEO.Between 1997 and 2008, and between2009 and 2011, he was the electedpresident of the Hungarian BankingAssociation. He is the Chairman of theSupervisory Board of the InternationalChildren’s Safety Service. He has beena member of OTP Bank’s Board ofDirectors since 27 April 2012. He hasbeen the Chairman of OTP Bank’s RiskAssumption and Risk ManagementCommittee, and he was a member ofthe Nomination Committee between2014 and 2020. He has been the DeputyChairman of the Board of Directors ofOTP Bank Plc. since April 2019 and theChairman of the Work-out Committeesince October 2019. He has beenChairman of the Board of Directors atOTP Factoring Ltd. since December2019.As of 31 December 2021 he held32,285 ordinary OTP shares.She graduated as organizing chemicalengineer from the Universityof Veszprém in 1993 and as marketingeconomist from the Universityof Economics, Budapest in 1997.She worked as a marketing associatebetween 1993 and 1998, as directorof the Marketing Department from1998 to 2005 and as managingdirector of the Marketing and SalesDirectorate between 2005 and 2008 atOTP Bank Plc. She has been managingdirector of GoodStep Consulting Kft.since 2008. She fulfilled group management tasks as a Board of Directorsmember at the Central European Mediaand Publishing Company between2010 and 2017. She has been co-ownerand Board of Directors member of NetMedia Plc. since 2016. She is Presidiummember and Chairwoman of theMarketing and Media Board of theHungarian Football Association.She has been a member of OTP Bank’sBoard of Directors since 16 April 2021.As of 31 December 2021 she held 1,393ordinary OTP shares.He graduated with a degree in agricultural business administration atGödöllő University of Agriculture (1973),and went on to do a masters ineconomics at the Karl Marx Universityof Economic Science (1981). He wasemployed by the Ministry of Agriculture and Food Industry between1978 and 1989. When he left the Ministryhe was Deputy head of the InvestmentPolicy Department. Then he wasmanaging director of Hubertus Bt.,and from 1999 to 2011 he was deputyCEO and then Chairman & CEOof Villányi Winery Ltd. (now CsányiWinery Ltd.). He is currently retired.He was a member of OTP Bank’sSupervisory Board from 1992 to 1999,and has been a non-executive memberof OTP Bank’s Board of Directors since1999. He has been Chairman ofOTP Bank’s Ethics Committee since2010, as well as a member of itsRemuneration Committee since 2011.He was the member of the NominationCommittee between 2014 and 2020.As of 31 December 2021 he held44,000 ordinary OTP shares.He graduated from the College ofFinance and Accountancy in 1974 andreceived a degree in economics fromthe Karl Marx University of EconomicSciences in 1980. He earned a PhD fromthe University of Economic Sciencesin 1983. He has worked in the bankingsector since 1989. Between 1989 and1993 he was branch manager of Budapest Bank’s Zalaegerszeg branch. From1993 he was director of OTP Bank’sZala County Directorate, and from1998 he was the managing directorof the Bank’s West TransdanubianRegion. From 1 March 2006 until14 April 2016 – when he retired – he wasDeputy CEO of the Credit Approval andRisk Management Division. He wasChairman of the Board of Directorsat OTP Factoring Ltd. between 2006and 2017. He has been a memberof OTP Bank’s Board of Directors since27 April 2012.As of 31 December 2020 he held173,258 ordinary OTP shares.He graduated from the Departmentof International Foreign Economicsof University of International Relations(Moscow) in 1989. He was a foundingowner of Wallis Holding (foundedin 1990) and he managed the WallisGroup as CEO until 2000. He foundedWestbay Holding Kft. in 2004, thecompany’s portfolio includes severalsuccessful investments. He has beenthe Chairman of the HungarianShooting Federation since 2012,Presidium member of the EuropeanShooting Confederation (ESC) since2013 and Council member of theInternational Shooting Sport Federation(ISSF) since 2019 and he was electedthe Vice President of ESC in 2021.He has been a member of OTP Bank’sBoard of Directors since 16 April 2021.As of 31 December 2021 he held noordinary OTP shares (while the totalnumber of OTP shares held by himdirectly and indirectly was 600,000).He graduated in 1987 from thedepartment of foreign economics atthe Karl Marx University of EconomicScience. From 1987 to 2000 he waslecturer at University of EconomicScience of Budapest (today CorvinusUniversity of Budapest) and from 1994onwards associate professor and headof department. He has a universitydoctorate and a PhD in economics.He has authored or co-authored morethan 80 studies, essays and books.Between 2000 and 2006 he worked atthe State Holding and Privatisation Co.(ÁPV Zrt.), as managing director,Deputy CEO and then CEO. Between2006 and 2010 he was Chairmanof the National Development Agency.Since 2010 he has been generalsecretary of the Hungarian FootballAssociation. In various periods between2000 and 2010, he was the Chairmanof the Board of Directors of MagyarVillamos Művek, Paks Nuclear PowerPlant and the National TextbookPublishing House. Between 2002 and2010, he was a member of the Boardof Directors of Földhitel és Jelzálogbank Nyrt., and the Chairman of theBoard of Directors for 4 years. He hasbeen a member of UEFA’s HatTrickFinancial Assistance Committee since2011. He has been a member of FIFA’sFinancial Committee since 2017.He was a member of OTP Bank’s Supervisory Board between 2011–2021.He was a member of OTP Bank’s AuditCommittee between 2014–2021.He was a member of OTP Bank’sNomination Committee between2020–2021. He has been a memberof OTP Bank’s Board of Directors since16 April 2021.As of 31 December 2021 he held noordinary OTP shares.He earned a degree in economics fromthe Karl Marx University of EconomicSciences in 1974. In 1984 he earned aPhD in economics from the HungarianAcademy of Sciences, and a Doctorof Science degree in 1993. He has beena member of the Hungarian Academyof Sciences since 2013. Between 1990and 1993 he was the dean of the Facultyof Business and Economics, JanusPannonius University (JPTE) in Pécs.In 1993 he attended a course inmanagement for senior executivesat Harvard University. From 1994he was a professor at JPTE, from 2021he has been professor emeritus.He was the senior Vice Rector of theUniversity from 2004–2007, between2007 and 2011 he was Chairmanof the Economic Council of theUniversity of Pécs. He has been anon-executive member of OTP Bank’sBoard of Directors since 1992.He has been Chairman of OTP Bank’sRemuneration Committee since 2009,and member of its Risk Assumptionand Risk Management Committeesince 2014.As of 31 December 2021 he held171,114 ordinary OTP shares.3410OTP Bank Annual Report 2021On 16 April 2021 membership of the Board of Directors terminated: Dr. Tibor Bíró, Dr. Antal Pongrácz and Dr. László Utassy.Corporate governance411

Members of theSupervisory Board4, 5 of OTP BankIndependent members:Employee delegates:Tibor TolnayDr. József Gábor HorváthDr. Tamás GudraOlivier PéqueuxKlára BellaAndrás MichnaiChairman of the SBDeputy Chairman of the SBLawyerBSc Business AdministrationLawyerGroupama International SADirectorLarge Corporate DepartmentManaging DirectorHe graduated from Budapest Universityof Technology as a qualified civilengineering in 1978, and in 1983he obtained a degree in economicengineering. In 1993 he finishedhis studies as specialized economistat Budapest University of Economics.From 1989 to 1994, he was Directorof State Construction Company No. 21.From 1994 to 2015 he was Chairman &CEO of the already privatized MagyarÉpítő Joint Stock Company. He has beenthe managing director of Érték Ltd.since 1994. Since 2020 he has beenthe managing director of FenyvesGarden Ltd. From 2018 to 2021 he wasPresident of the National Associationof Entrepreneurs and Employers,since 2021 co-President. Since 1992he has been a member of OTP Bank’sSupervisory Board, and Chairmanof the Supervisory Board since 1999.He was a member and DeputyChairman of OTP Bank’s AuditCommittee between 2007 and 2011,and has been again since 2014.He has been the Chairman of OTP Bank’sNomination Committee since 2020.As of 31 December 2021 he held54 ordinary OTP shares.He earned a degree in law fromEötvös Loránd University in Budapestin 1980. From 1983 he worked for theHungarian State Development BankHe has been a lawyer since 1986, andsince 1990 has run his own law firm,which specialises in corporate financeand corporate governance. He hasbeen a member of the SupervisoryBoard of OTP Bank since 1995, andwas a member of MOL Plc.’s Boardof Directors between 1999 and 2014.He has been Deputy Chairman ofOTP Bank’s Supervisory Board since2007. He was Chairman of OTP Bank’sAudit Committee between 2007 and2011, and has been again since 2014.He has been a member of OTP Bank’sNomination Committee since 2020.He was a member of the Boardof Directors of INA Industrija Nafte d.d.from 2014 to 2018.As of 31 December 2021 he held noordinary OTP shares.He graduated as businessadministrator in 1993 from the Collegeof Commerce and Catering. He is aHungarian chartered auditor since 1997.He also obtained a university degreein 2010 as a lawyer at the Facultyof Law of Janus Pannonius Universityin Pécs. He worked as an auditor from1993 to 2001 at Deloitte & Touche.Between 2001 and 2003 he wasan accounting expert of subsidiariesat the Accounting and Tax Directorateof the Hungarian Oil and Gas PublicLimited Company (MOL Rt.). Then hewas managing director at the Auditor,Financial and Accounting Directorateof the National Privatization and AssetManager Plc. (ÁPV Zrt.) between 2003and 2007 and became the directorof Controlling Directorate at theHungarian National Asset Manager Plc.(MNV Zrt.) from 2008 to 2010.Following these assignments, heworked as the CFO of the HungarianFootball Association from 2011 untilJune of 2020. As of July 2020,he became the group-level CFOof Bonafarm Zrt. He was a memberof the Supervisory Board of OTP Lakástakarék Zrt. between 2012 and 2021and he is Chairman of the HungarianParalympic Committee’s SupervisoryBoard since 2016. Since 2021 he hasbeen property inspector of HungarianUniversity of Agriculture and LifeSciences, member of the ExecutiveCommittee of Pick Szeged Zrt.,SOLE-Mizo Zrt. and MCS Vágóhíd Zrt.He has been a member of the Supervisory Board and Audit Committeeof OTP Bank since 16 April 2021.As of 31 December 2021 he held noordinary OTP shares.He graduated from Instituteof Actuaries of France, PolytechniqueSchool and ENSAE Paris Tech. Startedto work in 1998 as an insurancecommissioner for the French InsuranceSupervisory Authority. In 2003, hejoined the French Ministry of Financeto take part in the pension law reformand the setup of a pension fund forFrench civil servants. Then he becametechnical adviser to the French Ministerof health and pensions. In 2005he joined Groupama Group, first incharge of the actuary and accountingdepartment of Gan Patrimoine, a lifeinsurance company, and then in 2007as Chief Financial Officer of GroupamaParis Val de Loire. He moved to Chinain March 2011 as Deputy GeneralManager of Groupama China, in chargeof finance, actuary and investmentsin the joint venture between AVICand Groupama. From 2015 to 2017,he was the General Managerof Groupama AVIC. He has beenthe Chief International Officerof Groupama Assurances Mutuellessince March 2018. He has beenGroupama Assurances MutuellesDeputy CEO since September 2020.He has been a member of OTP Bank’sSupervisory Board, and AuditCommittee since 2018.As of 31 December 2021 he held noordinary OTP shares.She graduated from the Collegeof Finance and Accountancy and laterobtained a degree from the BudapestUniversity of Economic Sciences.From 1992 to 1994 she worked as aclerk at the Fertőszentmiklós branchof OTP Bank. From 1994 to 1995 she wasa lending consultant at Polgári Bank.From 1995 to 1996 she worked as arisk manager at the Central Branch ofOTP Bank. From 1996 to 1997 she wasauthorizer in the Credit Approval andRisk Management Division. From 1997to 2010 she was Deputy ManagingDirector at the Central Branch. From2010 to 2016 she was Director at theCentral Branch. Between 2017 and 2020,she was Director of the CorporateDirectorate. Since 1 July 2020, she hasbeen the Director of the Large CorporateDepartment of the Specialised FinanceDirectorate. She has been a memberof OTP Bank’s Supervisory Board,and representative of the Bank’semployees since 12 April 2019.As of 31 December 2021 she held344 ordinary OTP shares.He graduated in 1981 from the Collegeof Finance and Accounting with adegree in business administration.He has been an employee of the Banksince 1974, and until 1981 held a varietyof posts in the branch network.Following this he held a managementposition in the central network coordination department before returningto work in the branch network. From1994, as deputy managing director, heparticipated in the central coordinationof the branch network. Between 2005and 2014 he was the managing directorof the Bank’s Compliance Department.He further expanded his professionalskills, obtaining a Master’s degreeat the Budapest Business School, andis a registered tax advisor. He has beena member of OTP Bank’s SupervisoryBoard, and representative of the Bank’semployees, since 2008. He has beenSecretary of OTP Bank’s Employees’Trade Union since December 2011.As of 31 December 2021 he held100 ordinary OTP shares.45412OTP Bank Annual Report 2021Supervisory Board members are elected by the General Meeting for a term of three years.His position on the Supervisory Board was terminated on 16 April 2021, and since that date he has been a member of theBoard of Directors of OTP.Corporate governance413

Informationfor ShareholdersGeneral company dataDate of foundation:Registered head office31 December 1990, registered by theof OTP Bank Plc.Metropolitan Court of Budapest as CourtH-1051 Budapest, Nádor utca 16.of Registration on 28 October 1991 underTelephone: 36 1 473 5000company registration number 01-10-041585.Fax: 36 1 473 5955The latest Bylaws may be requested fromthe company or may be downloaded fromShare capital:the Bank’s website.OTP Bank’s share capital as at 31 December 2021was HUF 28,000,001,000, consisting ofLegal predecessor:280,000,010 ordinary shares of nominal valueOrszágos Takarékpénztár, founded 1 March 1949HUF 100 each.Ownership structure of OTP Bank Plc. as at 31 December 2021:Description of ownerTotal equityDomestic institution/companyForeign institution/companyDomestic individualForeign individualEmployees, senior officersTreasury shares2Government held ownerInternational Development .79%0.11%0.85%1.55%0.08%0.04%0.04%100.00%1 January 14,482280,000,010Stock exchange 16%0.07%0.04%0.00%100.00%31 December .00%280,000,010(Stock exchange symbol for OTP Bank shares:OTP, Reuters: OTPB.BU)The ordinary shares of OTP Bank Plc. are listedon the Budapest Stock Exchange undercategory “Premium Equity”, and the globaldepository receipts (GDRs) representing theParticipation and voting rightsat the Annual General Meetingordinary shares that are traded abroad arelisted on the Luxemburg Stock Exchange andThe General Meeting will be conducted withthe London Stock Exchange. (2 GDRs representthe personal presence of those entitled1 ordinary share.) The depositary bank forto participate. Shareholders may participateOTP GDRs is the Bank of New York Mellon.in the General Meeting in person or throughVoting rights in the General Meeting of the Issuer for participation in decision-making.Treasury shares do not include the OTP shares held by ESOP (OTP Bank Employee Stock Ownership Plan Organization). Pursuant to Act V of 2013 on the Civil Code,OTP shares held by the ESOP are not classified as treasury shares, but the ESOP must be consolidated in accordance with IFRS 10 Consolidated Financial Statementsstandard. On 31 December 2021 ESOP owned 7.656.897 OTP shares.3Non-identified shareholders according to the shareholders’ registry.12414OTP Bank Annual Report 2021

a proxy. OTP Bank Plc. is entitled to check theregarding the election of the mayor, as thepersonal identity of the shareholders and theircase may be, must be presented at the venueproxies on the basis of documents, prior toof the General Meeting. When providingtheir admission to the General Meeting.evidence of the existence of companies(and other organisations) registered abroad,The authorisations relating to representationand of the right to represent the entityas a proxy at the General Meeting must complyissuing the authorisation, it is essentialwith the relevant provisions of Hungarian law.that the foreign document has to be issuedThe authorisation must include, clearly andby a certified public records body or thatexpressly, a statement of authorisation withthese facts have to be attested by a notaryrespect to the proxy, a specification of thepublic.authoriser and of the proxy, and any limitationsthat may apply to the authorisation.If the authorisation or any documentThe authorisation must be issued in the formsubmitted as evidence of the representationof a notarised deed or a private documentright was not issued in Hungary, the formof full probative force.of the document must satisfy the legalregulations pertaining to the certificationOne representative may represent severaland/or legalisation of documents issuedshareholders; however, he/she must possessabroad. According to these regulations, in theauthorisations from every shareholderabsence of a bilateral international agreementrepresented by him/her, either in the form ofto the contrary, (i) the diplomatic certificationa notarised deed or a private document of fulland/or legalisation of the document is needed,probative force. If several proxies are indicatedor (ii) – if the given country is a party to thein one authorisation, then it must be specifiedrelevant international convention – thethat, under the authorisation, each proxyfurnishing of the document with an apostillemay exercise his/her right of representationis required. According to the Subparagraph (7)independently. If one shareholder isof Paragraph 44 of Act LXXVIII of 2017 onrepresented by several proxies, they maythe Activity of attorney at law, diplomaticnot vote or make statements differently fromcertification and /or legalisation or apostilleeach other.certification is not required for full probativeforce of a document countersigned by anThe letter of proxy may be issued as validattorney which is under the scope of this Act,for one general meeting, or for a specifiedbut signed by the parties abroad. Detailedperiod, but for a maximum of twelve months.information on the applicable rules is providedThe letter of proxy – in the absence ofby the Hungarian foreign representation offices.a provision to the contrary – shall extendIf the document is written in a language otherto a general meeting convened to continuethan English or Hungarian, then a certifieda suspended general meeting, or a generalHungarian translation of the document mustmeeting that has been reconvened duebe presented.to lack of quorum.The authorisation and the related documentsIf a shareholder is represented at the Generalmust be handed over by 14:00 Budapest timeMeeting by its lawful representative (e.g. chiefon 8 April 2022 (Friday) at the very latest,executive, managing director, mayor, etc.),at any of the designated OTP branches listedthe court or company court documentunder section X below, or if the proxy,evidencing the right of representation – in itsbased on a foreign document, is representingoriginal form, or in the form of a copy certifiedmore than one shareholder – at the Legalas authentic by a notary public, issued notDirectorate of OTP Bank Plc. (H-1051more than 30 days previously – or a certificateBudapest, Nádor utca 16.).Corporate governance415

Preconditions for participation in the Generalof the Bank, the Company will distributeMeeting and for the exercising of votingthe amount of dividend calculated on treasuryrights are th

408 OTP Bank Annual Report 2021 Corporate governance 409 Senior management and executive members of the Board of Directors1, 2 of OTP Bank 1 The members of the Board of Directors are elected by the General Meeting for a term of five years. 2 Employment terminated during the year: Tibor Johancsik, Deputy CEO until 12 March 2021 (IT Division) Antal György Kovács