Deed of Foundation

KBC Bank N.V. (hereinafter: “Founder”), in accordance with the provisions of Act V of 2013 (hereinafter: “Civil Code”), specifies the Deed of Foundation of the below single-member private company limited by shares (hereinafter: “Company”) as follows.

         1.   Corporate name, registered office, business premises and branch offices of the Company

1.1. Corporate name of the Company: Kereskedelmi és Hitelbank Zártkörűen Működő Részvénytársaság.

Short corporate name of the Company: K&H Bank Zrt.

1.2. Registered office of the Company: 1095 Budapest, Lechner Ödön fasor 9.

1.3. Business premises and branch offices of the Company: the Company operates throughout the country. Its business premises and branch offices are listed in Schedule 1 hereto.

1.4. Homepage of the Company: www.kh.hu  

2. Founder and shareholder of the Company

The founder and sole shareholder of the Company is KBC Bank N.V., registered office: Belgium, 1080 Brussels, Havenlaan 2, company registration number: 0462.920.226

3. Business activities of the Company

3.1. The Company engages in the following business activities, as categorised by TEÁOR, the uniform system of industry categorisation of business operations:

Principal business activity:

6419’08 Other monetary intermediation Other business activities:

6491’08 Financial leasing activity

6499’08 Other financial intermediation activities n.e.c.  

6612’08 Security and commodity contracts brokerage 

6619’08 Other activities auxiliary to financial services  

6622’08 Activities of insurance agents ad brokers 

6203'08 Computer facilities management activities

6209'08 Other information technology and computer service activities

3.2. Within the above scope of business activities, the Company shall engage in those specified its the prevailing licences issued by the relevant authorities, in line with Act CCXXXVII of 2013 on Credit Institutions and

Financial Enterprises (hereinafter: “Banking Act”) and Act CXXXVIII of 2007 on Investment Firms and Commodity Dealers, and on the Regulations Governing their Activities (hereinafter: “Investment Services Act”).

3.3. Operating licences held by the Company: ÁPTF 969/1997, ÁPTF 41.064/1998, PSZÁF III/41.064-11/2002.

4. Duration and form of operation of the Company

4.1. The Company has been established for an indefinite period of time. 

4.2. Form of operation of the Company: private company limited by shares.

5. Share capital, shares, share register

5.1. The share capital of the Company is HUF 140,978,164,412 (that is one hundred and forty billion nine hundred and seventy-eight million one hundred and sixty-four thousand four hundred and twelve Hungarian forints). 

5.2. The share capital of the Company shall comprise 140,978,164,412 (that is one hundred and forty billion nine hundred and seventy-eight million one hundred and sixty-four thousand four hundred and twelve) dematerialised, fully paid-up registered ordinary shares with a nominal value of HUF 1 (one Hungarian forint) each.

5.3. The Board of Directors of the Company is responsible for ensuring that the Share Register is duly kept. The Share Register shall contain:

  • the names (company names) and addresses (registered offices) of shareholders
  • the payments towards the shares
  • any and all other details related to the shares.

Details enabling the identification of owners indirectly holding at least a 5% share in the Company shall also be enclosed to the Share Register. 

5.4. The Company may not acquire its own shares.

6. Fiscal year, profit distribution

6.1. The fiscal year of the Company coincides with the calendar year.

6.2. The profit of the Company shall be calculated in accordance with the prevailing accounting and taxation laws. The Founder shall decide about the distribution of the profit earned in the previous year annually, based on the relevant annual balance sheet and annual business report. The Founder shall be entitled to a dividend.

6.3. The Founder may decide to pay interim dividends between accepting two consecutive reports prepared according to the Accountancy Act if

  • the interim balance sheet prepared in line with the Accountancy Act confirms that the Company has sufficient funds for paying such interim dividends, on the condition that such payment shall not exceed the profits earned since the closure of the books of the last reported business year, as established pursuant to the Accountancy Act and supplemented with available profit reserves; and that the payment of such dividends shall not cause the Company’s net assets as adjusted in line with the Accountancy Act to fall below the amount of the share capital, and
  • the Founder (shareholder) agrees to repay such interim dividends if the eventual report prepared in line with the Accountancy Act reveals that dividend payment is not possible according to the law.

7. Resolutions by the Founder (shareholder)

Resolutions on matters which are conferred under the competence of the General Meeting in the Civil Code shall be made in writing by the Founder, who shall inform the senior officers of the Company thereof. 

8. The Board of Directors

8.1. The Board of Directors is the legitimate representative and executive body of the Company, which shall perform the duties specified in the legal regulations pertaining to the operation of the Company, especially in the Civil Code, the Banking Act and the Investment Services Act, as laid down therein.

8.2. Only natural persons shall be members of the Board of Directors, which shall comprise minimum five but maximum eleven members (directors) appointed by the Founder for a five-year term.

8.3. The members of the Board of Directors are:

  • Guy Libot (born: Wilrijk, 1963.03.01., mn: Maria Van Onckelen)
  • Peter Andronov (born: Dobrich, 1969.02.25. mn: Zseleva Anka Georgieva)
  • Christine Van Rijsseghem (born: Sint-Am Andsberg, 1962.10.24. mn: Maria Naessens)
  • Gombás Attila (born: Szolnok, 1971.05.22., mn.: Ujvárosi Gabriella)
  • Beke Lajos (born: Hajdúszoboszló, 1965.08.05., an.: Varga Irén)
  • Elisa Vlerick (born.: Kortrijk, 1986.06.29., mother’s name: Patricia Bouckaert)

8.4. At least two of the directors must be employed by the Company (hereinafter: “internal members”). Furthermore at least two members of the Board of Directors must be exchange residents in Hungary according to the applicable foreign exchange regulations, including persons having the right of free movement and residence, and they must be permanently residing in Hungary for at least one year.

8.5. Internal board members may be appointed from the executive officers of the Company as per the Banking Act (i.e. the Chief Executive Officer and the deputy Chief Executive Officers).

8.6. The membership of the internal members of the Board of Directors shall cease upon the termination of their employment or their transfer to another position.

8.7. Directors may resign from the Board of Directors at any time; however, such a resignation shall only become effective on the 60th day from its announcement if the operability of the Company so requires.

8.8. The Board of Directors shall meet in accordance by the Procedures determined by the Board of Directors.

8.9. If the Chair of the Board decides that members do not need to attend the meeting in person, they may participate using electronic media (fax or e-mail message) to be specified by the Chair.

The Board of Directors shall be able to adopt a valid resolution in the above manner in maximum 5 working days (regarded as such in both Hungary and Belgium) from the relevant request if the number of Board members forming a quorum cast their votes in the form of private deeds with full probative force and send these documents to the registered office of the Company. The decision shall be considered to have been made on the day when the last vote required for the resolution arrives.

Board meetings held in the form of video or telephone conference shall be regarded from the procedural point of view as meetings attended personally by the Board members as they allow members to exercise their rights to the same extent as if they attended in person and to have unrestricted discussions and disputes.

8.10. Employer’s rights over executive officers, including the Chief Executive Officer, shall be exercised directly by the Board of Directors. Executive officers: the Chief Executive Officer and the deputy Chief Executive Officers. The person concerned in the outcome of the resolution shall not be involved in the making of the resolution. Employer’s rights over all other employees of the Company shall be exercised by the Board of Directors through the Chief Executive Officer.

8.11. The Founder may evaluate the work of the members of the Board of Directors and the Supervisory Board annually to verify that it meets the legal regulations and the provisions of the Deed of Foundation and, based on this evaluation, may decide to grant relief to members.

8.12. The following shall fall within the exclusive competence of the Board of Directors:

  • to define the medium-term strategy, the annual plan, and the business policy;
  • to analyse and evaluate the execution of the directives in the Company’s business policy;
  • to decide on the conclusion of or amendments to contracts which may have a significant effect on the operation of the Company, especially if the value of the contract in question equals or exceeds 25% of the Company’s net assets stated in its last audited balance sheet and the contract involves 

a.) investment in tangible, fixed assets;

b.) acquiring a participating interest in any other company (or increasing or decreasing such an interest);

c.) entering into any joint venture or long-term, strategic arrangement;

  • to resolve on the issue of new shares or share capital increase or the issue of bonds in any subsidiary of the Company;
  • to resolve on the disposal of all or part of the Company’s shares, the whole or part of its participations, or the whole business of any of its subsidiaries, excepting transfers within K&H Group that are below 25% of the Company’s equity as in the latest audited balance sheet;
  • to establish a new subsidiary / acquire a participating interest in a subsidiary.

9. The Chief Executive Officer and his deputies

9.1. Duties shall be shared by the Board of Directors and the Chief Executive Officer so that the day-to-day operation of the Company shall be managed and controlled by the Chief Executive Officer in accordance with legal regulations and the Deed of Foundation of the Company, as well as the resolutions of the Founder and the Board of Directors. All issues outside the exclusive competence of the Founder, the Supervisory Board or the Board of Directors shall be decided by the Chief Executive Officer. This division of duties shall in no way affect the liability of the Board of Directors or its members laid down by law.

9.2. If the Chief Executive Officer is incapacitated, one of his deputies designated by him or the Board of Directors in advance shall substitute for the Chief Executive Officer.

9.3. The Chief Executive Officer shall have the right to transfer the employer’s rights with general effect in accordance with the stipulations of the Collective Agreement.

10. The Supervisory Board

10.1. The Company has a Supervisory Board, which is responsible for supervising the administration and control of the Company. Only natural persons shall be members of the Supervisory Board.

10.2. The Supervisory Board comprises minimum three but maximum nine members who must not be employed by the Company, with the exception of those representing its workers. The Founder shall appoint those nominated by the Works Council, to give one-third of the Supervisory Board’s membership, except if they are disqualified by law. 

10.3. The members of the Supervisory Board are:

  • Horváth Krisztina Ilona (born: Clui, Románia, 1964.03.09., m.n.: Horn Ilona)
  • Cedric du Monceau (born: Brussels, 1956.07.17. , mn.: Vaxelaire Raymonde)
  • dr. Markovics Mirjana (born: Pécs, 1979.04.11., m.n.: dr. Mátyás Klára Mária)
  • Sonja De Becker (born: Erps-kwerps, 1967.03.21., m.n.: Justine Janssens)
  • Zdenek Tuma (born: Ceske Budejovice, 1960.10.19., m.n.: Hilgartnerova)
  • Szombati-Kovács Ágnes (born: Ózd, 1989.08.07., mn.: Farkas Mária)

10.4. The Supervisory Board shall perform its duties prescribed by the legal regulations pertaining to the operation of the Company, with particular regard to the relevant provisions of the Civil Code, the Banking Act and the Investment Services Act, as set out therein.

10.5. The Supervisory Board shall establish its own rules of procedure, subject to the approval of the Founder.

11. Auditor

11.1. In addition to the Supervisory Board, the Founder shall appoint an Auditor for a period no longer than the maximum period permitted by the applicable legislation to supervise the administration and control of the Company. The Auditor shall be responsible for carrying out the audits of accounting documents as specified in the Accounting Act. As a part of this duty, the Auditor shall, first and foremost, determine whether the annual report filed by the Company as per the Accounting Act complies with the legal requirements, and whether it provides a true and fair view of the Company's assets and liabilities, financial position and profit or loss. Organisations authorised to engage in such activities may also be appointed.

11.2. The Auditor of the Company:

PricewaterhouseCoopers Könyvvizsgáló Korlátolt Felelősségű Társaság
HU-1055 Budapest, Bajcsy-Zsilinszky út 78., Company registration no.: 01-09-063022

The natural person representing the Company is:
Könczöl Enikő (mother’s name: Sebestyén Lenke Olga, address: 1147 Budapest, Lőcsei út 20/B 2. em. 6.)

12. Corporate signatures

12.1. The corporate signature of the Company, including control over bank accounts and the undertaking of obligations in relation to financial services and other authorised operations on behalf of the Company, shall require the joint signature of two persons, as follows:

  • two members of the Board of Directors jointly;
  • two executive officers jointly (8.5.);
  • one member of the Board of Directors and one executive officer jointly;
  • two employees jointly, authorised under internal regulations approved by the Board of Directors to sign on behalf of the Company;
  • one member of the Board of Directors jointly with an employee authorised under internal regulations approved by the Board of Directors to sign on behalf of the Company;
  • one executive officer jointly with an employee authorised under internal regulations approved by the Board of Directors to sign on behalf of the Company.

If requested by the Company’s clients, the internal regulations including the authorisation for signature of persons who undertake obligations on behalf the Company shall be presented.

12.2. The corporate signature shall be provided by the authorised representatives of the Company attaching their signatures to the Company’s official name.

13. Termination of the Company

If the Company is terminated without a legal successor, the Founder shall be entitled to any and all assets that remain after the Company’s creditors are paid.

14. Miscellaneous provisions

14.1. These Articles of Association have been prepared in the English and Hungarian languages. In the event of dispute the Hungarian version shall prevail.

14.2. Any public announcements to be made by the Company in accordance with the Civil Code shall be published on the internet homepage of the Company.

14.3. Issues not regulated in these Articles of Association shall be governed by Act V of 2013 on the Civil Code.

Effect of the Date: 01/09/2024

Founder