MEDIDA DEL POTENCIAL ELECTROQUÍMICO

OF THE MEMBERS OF THE BOARD OF DIRECTORS,

THE SUPERVISORY BOARD

E

B

D

,

S

B

The remuneration of the members of OTP Bank’s Board of Directors and Supervisory Board is

determined by the General Meeting. Currently, the remuneration of the members of the boards

consists of a fixed monthly honorarium, in addition to which the members of the Board of Directors may receive share-based remuneration in accordance with the conditions of the option share purchase programme that was approved by the General Meeting in its resolution no. 8/2006 and amended in its resolutions nos. 7/2007 and 11/2008.

So far, in OTP Bank’s practice, an n important incentive in the remuneration of the members of the

Board of Directors was the share-based compensation, which ensured that the members have a

long-term interest in implementing OTP Bank’s strategic interests, increasing the share price and harmonising the interests of the governing body and the shareholders.

The complex review of the remuneration of the board members is necessary owing to the following

material changes:

• The share option programme that lasted from 2006 to 2010 and that was approved by the

General Meeting has expired, and its renewal under the current terms and conditions is not

permitted by the new regulations pertaining to the remuneration policy.

• In accordance with the amendment of the Credit Institutions Act that is related to the new guidelines of the remuneration policy, the principles of the remuneration policy are approved and reviewed by the Board of Directors. The Board of Directors receive support in this respect from the Remuneration Committee, the chairman and members of which are elected from those members of the Board of Directors who do not manage an organisational unit.

In relation to the amendment of the Credit Institutions Act, concerning the formulation,

implementation and supervision of the remuneration policy, the tasks of the Board of Directors, as well as of the Remuneration Committee, which consists of the external (non-executive) members of the Board of Directors, will increase in line with the increased responsibilities of their members.

• The Supervisory Board is responsible for the implementation and supervision of the

remuneration policy, in the context of which it must review the remuneration policy at least once a year. These reviews must assess the operation of the entire remuneration system to ensure that it is functioning in accordance with its intended purpose (i.e. whether it reflects the risk profile and long-term goals and plans of the institution) and that it complies with national and international regulations, principles and standards.

The Supervisory Board – in addition to executing a larger number of tasks owing to the changes in the statutory regulations – will also in the future take over the tasks and

competences of the Audit Committee, which will cease to operate.

• The requirements stipulated in the relevant statutory regulations, EU directives and the

recommendations of the supervisory authority with respect to the adequate handling of

conflicts of interest.

In order to ensure the independent decision-making capacity of the members of the Board of Directors and the Supervisory Board and to avoid conflicts of interest, we recommend compensating the

members of these boards in the form of a fixed honorarium. At the same time, however, the

members of the Board of Directors should be given an incentive, as in the past, to create value for

Based on the above, the Bank’s Supervisory Board proposes the following in respect of the remuneration of the members of the Board of Directors, and the Remuneration Committee proposes the following in respect of the remuneration of the members of the Supervisory Board:

Payment to the Board of Directors:

Current honorarium Proposed honorarium Monthly, gross (HUF) Monthly, gross (HUF) Monthly share allowance (no. of shares)∗ Chairman of the Board of Directors 750,000 780,000 1,000 Deputy Chairman of the Board of Directors 725,000 755,000 900 Members of the Board of Directors 645,000 670,000 800

∗ _{The share allowance is settled once a year, within 30 days after the General Meeting that closes the}

given business year, and in respect of 50% of the shares the beneficiaries are subject to an extended holding obligation (prohibition on sale) up to the end of their mandates.

Payment to the members of the Supervisory Board:

Current

honorarium Proposed honorarium Monthly, gross

(HUF)

Monthly, gross (HUF)

Chairman of the Supervisory Board 725,000 1,500,000 Deputy Chairman of the Supervisory Board 725,000 1,300,000 Members of the Supervisory Board 580,000 1,000,000

Draft resolution for the Annual General Meeting:

The Annual General Meeting provides that starting from 1 May 2011, the members of the Board of Directors shall receive the following monthly honorarium:

Chairman HUF 780,000 and 1,000 ordinary shares of OTP Bank Plc per month,

of the Board of Directors

Deputy Chairman HUF 755,000 and 900 ordinary shares of OTP Bank Plc per month, of the Board of Directors

Members HUF 670,000 and 800 ordinary shares of OTP Bank Plc per month.

of the Board of Directors

The share allowance is settled once a year, within 30 days after the Annual General Meeting that closes the given business year, and in respect of 50% of the shares the beneficiaries are subject to an extended holding obligation (prohibition on sale) up to the end of their mandates.

The Annual General Meeting provides that starting from 1 May 2011, the members of the Supervisory Board shall receive the following monthly honorarium:

Chairman of the Supervisory Board HUF 1,500,000, Deputy Chairman of the Supervisory Board HUF 1,300,000, Members of the Supervisory Board HUF 1,000,000.

AUTHORIZATION OF THE BOARD OF DIRECTORS