NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Disclosure of an inside information according to Article 17 of the Regulation (EU) No 596/2014
The Issuer is solely responsible for the content of this announcement.
Key word: clean-up call notice concerning the outstanding bonds
15 October 2018
Pozsonyi út 56.,
THE HUNGARIAN STATE ACTING THROUGH MAGYAR NEMZETI VAGYONKEZELŐ ZÁRTKÖRŰEN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG
(HUNGARIAN NATIONAL ASSET MANAGEMENT INC.)
(incorporated with limited liability in Hungary)
NOTICE TO THE HOLDERS OF ITS OUTSTANDING
€903,800,000 3.375 per cent. Exchangeable Bonds due 2019 exchangeable into ordinary registered shares of Richter Gedeon Vegyészeti
Gyár Nyilvánosan Működő Rt. (Gedeon Richter Plc.)
(ISIN: XS0993164895, WKN A1HTCP)
Notice is hereby irrevocably given by the Issuer to the holders of outstanding Bonds (the “Bondholders”) that the Issuer shall redeem all but not some only of the outstanding Bonds pursuant to Condition 10(b) (Redemption at the Option of the Issuer) of the Bonds. Following the settlement of a tender offer to Bondholders on 12 October 2018, the aggregate principal amount
of the Bonds outstanding as the date hereof is equal to or less than 15 per cent. of the aggregate principal amount of the
Bonds originally issued. The currently outstanding Bonds amount to an aggregate principal amount of €108,600,000 representing
around 12 per cent. of the aggregate principal amount of the Bonds originally issued.
The date of the optional redemption will be 14 November 2018 (the “Optional Redemption Date”). The price of the optional redemption per Bond will be €100,000 plus accrued and unpaid interest of €1,484.63 up to but
excluding the Optional Redemption Date, in each case per €100,000 in principal amount of the Bonds.
Capitalised terms not defined in this Notice have the meaning set out in the Terms and Conditions of the Bonds.
The notice is given on 15 October 2018.
THE HUNGARIAN STATE ACTING THROUGH MAGYAR NEMZETI VAGYONKEZELŐ ZÁRTKÖRŰEN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG (HUNGARIAN NATIONAL ASSET
Information on the Bonds
On 6 December 2013, the Purchaser issued exchangeable bonds for an aggregate principal amount of €903,800,000 due 2 April
2019. The Bonds have a nominal value of €100,000 each and are listed on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange and the Open Market (Freiverkehr) segment of the Stuttgart Stock Exchange.
The Bonds are governed by English law.