FINANCIAL INSTITUTIONS

CREDIT OPINION23 March 2018

Update

RATINGS

OTP Bank NyRtDomicile Hungary

Long Term Deposit Baa3

Type LT Bank Deposits - FgnCurr

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Arif Bekiroglu +44.20.7772.1713AVP-Analystarif.bekiroglu@moodys.com

Aleksander Blacha +44.20.7772.5282Associate Analystaleksander.blacha@moodys.com

Carola Schuler +49.69.70730.766MD-Bankingcarola.schuler@moodys.com

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

OTP Bank NyRtSemiannual update

SummaryOTP's Baa2/Prime-2 local-currency deposit ratings incorporate (1) the bank's standalone ba1baseline credit assessment (BCA); (2) the results of our Advanced Loss Given Failure (LGF)analysis, which takes into account the severity of loss faced by different liability classes inresolution, and which leads to two notches of rating uplift for OTP’s deposit ratings; and (3)our assumptions of moderate support from the government of Hungary (Baa3 Stable), whichnevertheless results in no further uplift at the current sovereign rating level. For further detail,please see the Notching Considerations section. The bank’s Counterparty Risk Assessment(CRA) is Baa2(cr)/Prime-2(cr).

OTP's ba1 BCA reflects the bank's geographically diversified footprint across countries inCentral and Eastern Europe (CEE) which leads to a weighted Macro Profile of Moderate-.OTP's asset risk is elevated with a large, albeit declining stock of non-performing loans(NPL) which, however, benefit from strong coverage. Key strenghts are the bank's adequaterisk-absorption capacity, as reflected in (1) its resilient capitalisation; (2) the recovery of itsearnings generation capacity over the past two years. Further, the BCA incorporates OTP'sgood funding and liquidity.

Exhibit 1

Rating Scorecard - Key Financial Ratios

15.5% 17.1%

1.4%

7.3% 43.2%

-5%

5%

15%

25%

35%

45%

55%

-5%

5%

15%

25%

35%

45%

55%

Asset Risk:Problem Loans/

Gross Loans

Capital:Tangible Common

Equity/Risk-WeightedAssets

Profitability:Net Income/

Tangible Assets

Funding Structure:Market Funds/

Tangible BankingAssets

Liquid Resources:Liquid Banking

Assets/TangibleBanking Assets

Solvency Factors (LHS) Liquidity Factors (RHS)

OTP Bank NyRt (BCA: ba1) Median ba1-rated banks

So

lve

ncy F

acto

rs

Liq

uid

ity F

acto

rs

Source: Moody's Financial Metrics

MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Credit Strengths

» Leading bank in Hungary with significant geographical diversification

» Satisfactory capital adequacy

» Historically good revenue generation, although mostly in countries with volatile operating environments

» Good deposit base and liquidity cushion

Credit Challenges

» Large stock of NPLs, albeit declining and benefitting from a high level of coverage

» Increasing level of exposure to countries with significantly weaker operating environment than Hungary will increase earningsvolatility and exert downward pressure on the group's average Macro Profile of Moderate-

Rating OutlookThe outlook on the Baa2 long-term local-currency deposit rating is stable reflecting our expectation that upward and downwardpressures on the ratings will be balanced over the next 12-18 months. The foreign-currency deposit rating is constrained by therespective country ceiling of Baa3 for Hungary and as a result its outlook is stable as well.

Factors that Could Lead to an UpgradeOTP's local-currency deposit rating could experience upward pressure due to (1) an upgrade of the bank's ba1 BCA; and/or (2) anincrease in uplift resulting from our LGF analysis.

OTP's BCA could be upgraded in the event of a further material improvement in asset quality while preserving adequate capitalisationand good profitability. A higher BCA will result in an upgrade of the bank's local-currency deposit and subordinated debt ratings.

Additionally, alterations to OTP's liability structure may change the amount of uplift provided by our Advanced LGF analysis and leadto higher notching form the bank's adjusted BCA, thereby positively affecting the local-currency deposit rating.

The Baa3 foreign-currency deposit rating will be upgraded if the country's foreign-currency deposit ceiling is raised.

Factors that Could Lead to a DowngradeOTP's ratings could experience negative pressure from (1) a downgrade of its BCA; and/or (2) a reduction in rating uplift as a result ofour Advanced LGF analysis.

The bank's BCA could experience downward pressure owing to (1) a lower average Macro Profile of the group driven by increasingexposure to countries with significantly weaker operating environments than Hungary; and (2) a material erosion of the bank's capitalor a significant deterioration of asset quality.

Changes in OTP's liability structure may change the amount of uplift provided by our Advanced LGF analysis and lead to lowernotching form the bank's adjusted BCA, thereby negatively affecting the local-currency deposit rating.

The foreign-currency deposit rating would be negatively affected by the downgrade of Hungary's government rating and in turn alowering of the country's foreign-currency deposit ceiling.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 23 March 2018 OTP Bank NyRt: Semiannual update

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Key indicators

Exhibit 2

OTP Bank NyRt (Consolidated Financials) [1]9-172 12-162 12-152 12-142 12-133 CAGR/Avg.4

Total Assets (HUF billion) 12,642 11,307 10,718 10,970 10,380 5.45

Total Assets (EUR million) 40,693 36,607 33,918 34,743 34,940 4.15

Total Assets (USD million) 48,107 38,612 36,844 42,041 48,145 -0.05

Tangible Common Equity (HUF billion) 1,525 1,315 1,039 1,062 1,215 6.35

Tangible Common Equity (EUR million) 4,910 4,258 3,289 3,365 4,090 5.05

Tangible Common Equity (USD million) 5,804 4,491 3,573 4,072 5,635 0.85

Problem Loans / Gross Loans (%) 11.2 14.6 16.9 19.1 19.6 16.36

Tangible Common Equity / Risk Weighted Assets (%) 17.1 16.7 12.2 13.0 13.2 14.77

Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) 36.2 43.2 52.9 61.1 59.7 50.66

Net Interest Margin (%) 4.5 4.6 4.8 5.7 6.0 5.16

PPI / Average RWA (%) 4.2 3.9 5.2 5.9 4.3 4.87

Net Income / Tangible Assets (%) 2.3 1.9 0.8 0.6 0.9 1.36

Cost / Income Ratio (%) 59.8 60.3 52.8 49.8 57.2 56.06

Market Funds / Tangible Banking Assets (%) 6.5 7.3 8.5 11.6 13.6 9.56

Liquid Banking Assets / Tangible Banking Assets (%) 41.9 43.2 42.8 39.1 33.1 40.06

Gross Loans / Due to Customers (%) 77.5 78.2 80.4 91.1 108.9 87.36

[1] All figures and ratios are adjusted using Moody's standard adjustments [2] Basel III - fully-loaded or transitional phase-in; IFRS [3] Basel II; IFRS [4] May include rounding differences dueto scale of reported amounts [5] Compound Annual Growth Rate (%) based on time period presented for the latest accounting regime [6] Simple average of periods presented for the latestaccounting regime. [7] Simple average of Basel III periods presentedSource: Moody's Financial Metrics

ProfileLeading bank in Hungary with significant geographical diversificationWith reported total assets of HUF13,190 billion (EUR42 billion) in December 2017, OTP is Hungary’s largest banking group. As of year-end 2017, approximately 49% of the group's consolidated assets were outside of Hungary. The group is active in nine countries and hasleading market positions in Hungary, Bulgaria and Montenegro. Further, following the purchase of Croatian Splitska banka (unrated) inDecember 2016, OTP's market share by total assets in Croatia increased to 11.6% from 4%. In Russia, it is a relatively large consumerlender. The group has continuously developed its retail business and as of December 2017 approximately 64% of loans were retail, halfof which were mortgages.

For its core domestic market in Hungary, OTP reported a market share of 26% of total assets and 28% of deposits, as of December2017. It has been successful in defending its position as the dominant bank in the Hungarian retail market, with a market share of 36%in retail deposits.

For further information on the bank's profile see OTP Bank.

Detailed credit considerationsOTP’s Moderate- Macro Profile reflects business mix in CEE and CIS countriesOTP’s credit profile is driven by its operations in selected CEE and CIS countries, with its Hungarian domestic exposure accounting foraround 51% of the group’s total assets in December 2017. These operations have distinct characteristics: the Hungarian and other CEEactivities, especially in Bulgaria, are likely to contribute more predictable and satisfactory earnings, while OTP’s Russian and Ukraineoperations are more volatile and may represent a key challenge for the group’s performance.

Given the dominance of Hungary in OTP’s business mix, the country’s Macro Profile of Moderate- is a key factor in the group’s overallassigned Macro Profile. Among countries where OTP’s subsidiaries operate, we attribute a Macro Profile of Strong- to Slovakia andweaker Macro Profiles to the other significant markets of Russia and Ukraine. Overall, this results in a weighted Moderate- MacroProfile. Given OTP's consideration to expand its operations in CEE and CIS countries, the current Macro Profile may experiencedownward pressure from increasing presence in countries with weaker operating environments.

3 23 March 2018 OTP Bank NyRt: Semiannual update

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We expect that the benign economic conditions in Hungary, Bulgaria, Romania and most other CEE countries where OTP hassubsidiaries will support the group’s performance over the next 12 to 18 months. In addition, we expect that OTP’s performancewill continue to improve from weak levels in Russia and Ukraine, after several years of large losses driven by soaring credit costs andpressured revenues.

Large stock of non-performing loans, albeit declining and benefitting from a high level of coverageOTP's reported non-performing loans (NPLs), defined as all loans 90+ days past due, declined to 9.2% of gross loans as of year-end2017 from 14.7% at the end of 2016 and 17% at the end of 2015. The decline in NPL ratio was driven by a reduction in NPL stock inmost markets, most notably in Ukraine and Hungary. Benign economic conditions in the CEE will likely support the ongoing reductionof the NPLs in these countries. In Russia and Ukraine, we expect that asset quality pressures will also ease as economic conditionsimprove from previously weak levels.

In the group’s home market of Hungary, the NPL ratio stood at 6.4% as of year-end 2017, down from 9.8% and 12.1% at year-end 2016and 2015 respectively. In Ukraine the bank's NPL ratio declined to 26.4% as of year-end 2017 from 41.9% at year-end 2016, mainlydriven by sales and write-offs, whereas in Russia the ratio declined to 15.8% from 20.2% during the same period.

The asset risk arising from such high levels of NPLs in Russia and Ukraine are eased by sizable loan loss reserves relative to NPLs thatstand at 134% and 119%, respectively, in each country. The total cash coverage of NPLs for the group remains at a good level of 99.3%as of year-end 2017, up from 96.8% as of year-end 2016. Over the next 12 to 18 months we expect loan-loss provisioning expenses forthe group to stabilise at around 1% of the gross loans, mainly driven by a moderate rise/normalisation of credit costs in Hungary aftersome reversal of reserves in 2016 and 2017.

To reflect the improvements in asset quality and good level of problem loans coverage, we adjust the Asset Risk score upward by threenotches to b1.

Capital adequacy is satisfactoryThe bank’s current level of capitalisation is satisfactory for its risk profile and has proven resilient to highly adverse conditions. OTP’sreported consolidated CET1 ratio (equivalent to our core capital matrix Tangible Common Equity, TCE) was 12.7% as of year-end 2017,dropping from 13.5% in December 2016 (the ratio does not include part of net profit earmarked for retention, which bring up the ratioto 15.3%). The decline was predominantly driven by the effects of acquisitions, which had a negative impact of 190 basis points.

In October 2016, the Financial Stability Council of the National Bank of Hungary (NBH) has set the O-SII buffer (buffer for othersystematically important institutions) for OTP at the rate of 0.5% for 2017, applicable from July 1, 2017. The O-SII buffer will increaseannually by 50 basis points until it reaches 2% in 2020.

Nominal leverage is good, with the reported equity-to-assets ratio at 12.7% as of year-end-2017, slightly down from 12.9% as of year-end 2016 owing to accelerating assets growth. The bank’s management has announced that they will continue their acquisitionsover the next two years. We expect the bank’s capital adequacy to moderate at lower levels over the next few years due to plannedacquisitions and a stronger lending growth. To reflect this expectation we have adjusted the Capital score down by two notches tobaa3.

Historically good revenue generation, although mostly in countries with volatile operating environmentsOTP has a good earnings-generation ability, owing to its dominant position and high, albeit modestly declining, net interest margin inHungary and even higher net interest margins in some of the bank's foreign markets. OTP’s year-end 2017 net income amounted toHUF281 billion, an increase of 39% from 2016. Consequently, OTP's reported return on assets rose to 2.37% at the end of December2017 from 1.86% in December 2016.

This significant improvement was mainly driven by a 51% year-on-year decline in loan loss provisions, 19% growth in fees andcommissions income and a 5% growth in net interest income on the back of a sizable decline in interest expense, which was more than30%.

As of end-December 2017, the bank was profitable in most CEE countries, with the exception of Serbia, Slovakia and Montenegro.According to OTP, the group’s two largest CEE operations of Hungary and Bulgaria reported net incomes of HUF169 billion and HUF47

4 23 March 2018 OTP Bank NyRt: Semiannual update

MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

billion, respectively. At year-end 2017 OTP’s Russian and Ukrainian operations reported a combined net profit of HUF34.5 billion, owingmainly to rising revenues in Russia and a reduction of loan loss provisions in Ukraine.

In the next 12 to 18 months we expect OTP's profitability to remain relatively stable supported by stabilisation in revenues as lendinggrowth continues and provisioning and operating expenses remain contained. As a result, we assign a baa3 score for Profitability, in linewith the macro-adjusted score.

Good deposit base and liquidity cushionWe view OTP's funding profile as a credit strength for the bank. OTP's funding remains primarily based on deposits, which account for89% of total liabilities as of year-end 2017. Overall, as of year-end 2017 OTP group's loan to deposit ratio decreased slightly to 75.1%from 78.2% as of December 2016. On the group level, around 71% of deposits are from retail clients and SMEs, with the remainderfrom less granular corporate and small and medium-sized enterprise customers, which we consider to be more volatile and confidencesensitive compared to retail deposits. Our assessment also takes into account the funding and liquidity position of the parent bankand its main subsidiaries, as well as fungibility of liquid assets within the group. Most large subsidiaries of the bank are self-funded withonly OTP Romanian having moderate reliance on parental funds. The Hungarian and Bulgarian operations are market leaders in theirrespective countries for retail deposits. We assign a funding score for OTP at baa3, one notch below the macro-adjusted score which isbased on the group's consolidated market funding ratio in order to reflect the slightly higher reliance of the parent bank on wholesalefunding (non-deposit funding amounted to 18% of total liabilities, on the standalone basis as of year-end 2017, compared to 20% atyear-end 2016) and to reflect our expectation of slight increase in the wholesale funding reliance going forward.

The bank displays a strong liquidity buffer, which accounted for 42% of total assets as of end-September 2017, (down 1% compared toyear-end 2016), mostly in the form of cash held at the National Bank of Hungary and investment in Hungarian Government bonds. Weadjust the Liquid Resources score downward by one notch to baa3 as we expect a gradual decline in the liquidity resources on the backof loan book growth.

Support and structural considerationsLoss Given FailureOTP is subject to the EU Bank Recovery and Resolution Directive (BRRD), which we consider to be an Operational Resolution Regime.We assume residual tangible common equity of 3% and losses post-failure of 8% of tangible banking assets (based on a Macro Profileof Moderate-), a 25% run-off in “junior” wholesale deposits, a 5% run-off in preferred deposits, and assign a 25% probability todeposits being preferred to senior unsecured debt. These are in line with our standard assumptions. For junior deposits, we apply a 27%proportion (higher than our standard assumption of 26% for EU average) based on the respective disclosures of OTP about the level ofavailable corporate deposits. We exclude from our balance sheet at failure deposits and assets relating to foreign subsidiaries, which areoutside the scope of Hungarian authorities.

We believe that OTP's deposits are likely to face a very low loss-given-failure, owing to the loss absorption provided by the volume ofdeposits, and limited senior and subordinated debt. This results in a Preliminary Rating Assessment of baa2, two notches above thebank's Adjusted BCA of ba1.

Government SupportWe believe there is a moderate probability of government support for OTP's rated wholesale deposits in the event of its failure. Thisprobability reflects the fact that OTP is the largest bank in Hungary, which may lead the government to intervene to prevent a systemiccrisis and as a result shield its creditors from disruptive losses.

Set against the above-mentioned conditions, the BRRD restricts the ability of the government to provide such support, even if itwas willing to do so, requiring losses to be imposed on even senior creditors and large depositors under many circumstances. Ourgovernment support assessment does not, however, translate into additional notching for the bank’s deposit ratings, as OTP’s baa2Preliminary Rating Assessment is already higher than the level of the sovereign rating.

In our view, the likelihood of government support for the bank's subordinated debt, as well as junior subordinated debt, is low andtherefore these ratings do not include any related rating uplift.

5 23 March 2018 OTP Bank NyRt: Semiannual update

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Counterparty Risk AssessmentCR Assessments are opinions of how counterparty obligations are likely to be treated if a bank fails and are distinct from debt anddeposit ratings in that they (1) consider only the risk of default rather than both the likelihood of default and the expected financialloss suffered in the event of default and (2) apply to counterparty obligations and contractual commitments rather than debt ordeposit instruments. The CR assessment is opinion of the counterparty risk related to a bank's covered bonds, contractual performanceobligations (servicing), derivatives (e.g. swaps), letters of credit, guarantees and liquidity financing.

OTP's CR Assessment is positioned at Baa2(cr)/P-2(cr)

The CR Assessment is two notches above the bank's adjusted BCA. The CR Assessment is driven by the seniority of the counterpartyobligations and the volume of liabilities subordinated to them under our Advanced LGF framework.

About Moody's ScorecardOur Scorecard is designed to capture, express and explain in summary form our Rating Committee's judgment. When read inconjunction with our research, a fulsome presentation of our judgment is expressed. As a result, the output of our Scorecardmay materially differ from that suggested by raw data alone (though it has been calibrated to avoid the frequent need for strongdivergence). The Scorecard output and the individual scores are discussed in rating committees and may be adjusted up or down toreflect conditions specific to each rated entity.

6 23 March 2018 OTP Bank NyRt: Semiannual update

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Rating methodology and scorecard factors

Exhibit 3

OTP Bank NyRtMacro FactorsWeighted Macro Profile Moderate

-100%

Factor HistoricRatio

MacroAdjusted

Score

CreditTrend

Assigned Score Key driver #1 Key driver #2

SolvencyAsset RiskProblem Loans / Gross Loans 15.5% caa1 ↑ b1 Collateral and

provisioning coverageLong-run lossperformance

CapitalTCE / RWA 17.1% baa1 ↓ baa3 Expected trend

ProfitabilityNet Income / Tangible Assets 1.4% baa3 ← → baa3 Expected trend

Combined Solvency Score ba2 ba2LiquidityFunding StructureMarket Funds / Tangible Banking Assets 7.3% baa2 ← → baa3 Extent of market

funding relianceDeposit quality

Liquid ResourcesLiquid Banking Assets / Tangible Banking Assets 43.2% baa2 ↓ baa3 Expected trend

Combined Liquidity Score baa2 baa3Financial Profile ba1

Business Diversification 0Opacity and Complexity 0Corporate Behavior 0

Total Qualitative Adjustments 0Sovereign or Affiliate constraint: Baa3Scorecard Calculated BCA range baa3-ba2Assigned BCA ba1Affiliate Support notching 0Adjusted BCA ba1

Balance Sheet in-scope(HUF million)

% in-scope at-failure(HUF million)

% at-failure

Other liabilities 2,106,512 27.2% 2,636,184 34.1%Deposits 5,192,869 67.1% 4,663,196 60.3%

Preferred deposits 3,842,723 49.7% 3,650,587 47.2%Junior Deposits 1,350,146 17.4% 1,012,610 13.1%

Senior unsecured bank debt 40,539 0.5% 40,539 0.5%Junior subordinated bank debt 166,768 2.2% 166,768 2.2%Equity 232,166 3.0% 232,166 3.0%Total Tangible Banking Assets 7,738,853 100% 7,738,853 100%

7 23 March 2018 OTP Bank NyRt: Semiannual update

MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

De Jure waterfall De Facto waterfall NotchingDebt classInstrumentvolume +

subordination

Sub-ordination

Instrumentvolume +

subordination

Sub-ordination

De Jure De FactoLGF

NotchingGuidance

vs.Adjusted

BCA

AssignedLGF

notching

Additionalnotching

PreliminaryRating

Assessment

Counterparty Risk Assessment 18.8% 18.8% 18.8% 18.8% 2 2 2 2 0 baa2 (cr)Deposits 18.8% 5.2% 18.8% 5.7% 2 2 2 2 0 baa2Junior subordinated bank debt 5.2% 3.0% 5.2% 3.0% -1 -1 -1 -1 -1 ba3 (hyb)

Instrument class Loss GivenFailure notching

AdditionalNotching

Preliminary RatingAssessment

GovernmentSupport notching

Local CurrencyRating

ForeignCurrency

RatingCounterparty Risk Assessment 2 0 baa2 (cr) 0 Baa2 (cr) --Deposits 2 0 baa2 0 Baa2 Baa3Junior subordinated bank debt -1 -1 ba3 (hyb) 0 -- Ba3 (hyb)Source: Moody's Financial Metrics

Ratings

Exhibit 4Category Moody's RatingOTP BANK NYRT

Outlook StableBank Deposits -Fgn Curr Baa3/P-3Bank Deposits -Dom Curr Baa2/P-2Baseline Credit Assessment ba1Adjusted Baseline Credit Assessment ba1Counterparty Risk Assessment Baa2(cr)/P-2(cr)Jr Subordinate Ba3 (hyb)

OTP JELZALOGBANK ZRT. (OTP MORTGAGE BANK)

Outlook StableCounterparty Risk Assessment Baa2(cr)/P-2(cr)Bkd Issuer Rating -Dom Curr Baa3

Source: Moody's Investors Service

8 23 March 2018 OTP Bank NyRt: Semiannual update

MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

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Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’sOverseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a NationallyRecognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by anentity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registeredwith the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferredstock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it feesranging from JPY200,000 to approximately JPY350,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

REPORT NUMBER 1115424

9 23 March 2018 OTP Bank NyRt: Semiannual update

MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

10 23 March 2018 OTP Bank NyRt: Semiannual update