Financial Highlights - GTC Group

BONDS TERMS AND CONDITIONS (II/II) The financial and non-financial covenants of the planned bond issuance within the framework of the Bond Funding for Growth Scheme, launched by the National Bank of Hungary: NON-FINANCIAL COVENANTS ■ Cross default: If any other bond of the Issuer or the Guarantor is past due for more than 30 days (coupon or instalments), then the Issuer has an immediate (within 5 days) obligation to buy back the outstanding Bonds. ■ Pari Passu: The Issuer and Guarantor undertake that it will not rank any bond ahead of the current senior Bond secured by corporate guarantee. Any breach of this undertaking triggers an immediate (within 5 days) early redemption obligation in respect of all outstanding Bonds. ■ Negative pledge: The Issuer and Guarantor undertake not to establish any pledge on their assets to secure any bond issuance, any breach of this undertaking triggers an immediate (within 5 days) early redemption obligation in respect of all outstanding Bonds. ■ Change of control: If the direct shareholding of GTC S.A. in the Issuer falls below 50% +1 shares, then the Issuer has an immediate (within 5 days) obligation to buy back the Bond. " Non-payment: If the Issuer fails to pay any (principal or interest) payment under this Bond within [15] days after the due date, then the Issuer has an obligation within [30] days to buy back the outstanding Bonds. ■ Insolvency: (i) If the Issuer or the Guarantor begins an insolvency proceeding, or (ii) if an insolvency proceeding is begun against the Issuer or the Guarantor and not dismissed or stayed within [30] days, then the Issuer has an obligation within [30] days to buy back the outstanding Bonds. ■ Deterioration of external rating: (i) If the rating of the Bond deteriorates below B+ (but not CCC or below), the Issuer has a remediation period of 2 years to remedy the situation (to achieve at least B+). During the remediation period the Issuer is restricted to perform any kind of distribution to owners. If the rating of the Bond does not improve to achieve a minimum B+ rating or deteriorate to CCC or below during the remediation period, the Issuer is obliged to buy back the Bond within 90 days. (ii) If the rating of the Bond deteriorates to CCC or below, the Issuer is obliged to buy back the Bond within 90 days unless the rating is restored (i.e. B+ at least is achieved) within that 90-days period. FINANCIAL COVENANTS ■ Loan-to-value: (i) Loan-to-Value ratio (LTV %) at consolidated level of the Guarantor to be maintained at a maximum level of 65% during the term of the Bond. The Issuer and the Guarantor have a remediation period of 1 year to remedy the situation. If LTV ratio does not improve to achieve a maximum level of 65% during the remediation period, the Issuer is obliged to buy back the Bond within 90 days. (ii) LTV shall be calculated as dividing (i) the total amount of outstanding interest-bearing financial liabilities less cash and cash equivalents and deposits by (ii) the total market value of investments into: (1) property; (2) fixed assets; (3) residential landbank (excl. cash); and (4) investment in associates and joint ventures. ■ Interest cover: (i) Interest cover ratio (%) at consolidated level of the Guarantor to be maintained at a minimum level of 150% during the term of the Bond. Should the ICR fall below such level, the Issuer and the Guarantor have a remediation period of 1 year to remedy the situation. If Interest cover ratio does not improve to achieve a minimum level of 150% during the remediation period, the Issuer is obliged to buy back the Bond within 90 days. (ii) Interest cover shall be calculated as dividing (i) the gross margin from operations by (ii) interest paid in the given period. 32 | BOND TERMS | GT CI

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