Tender Offer Final Results

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

January 28, 2020

HUNGARY ANNOUNCES FINAL ACCEPTANCE AMOUNT, SERIES ACCEPTANCE AMOUNTS AND PRICING FOR THE PURPOSES OF ITS TENDER OFFERS FOR EACH OF ITS OUTSTANDING U.S.$3,000,000,000 6.375% NOTES DUE 2021 (OF WHICH U.S.$2,583,222,000 IS OUTSTANDING), U.S.$2,000,000,000 5.375% NOTES DUE 2023 (OF WHICH U.S.$1,923,938,000 IS OUTSTANDING), U.S.$2,000,000,000 5.75% NOTES DUE 2023 (OF WHICH U.S.$2,000,000,000 IS OUTSTANDING) AND U.S.$2,000,000,000 5.375% NOTES DUE 2024 (OF WHICH U.S.$2,000,000,000 IS OUTSTANDING).

Further to its announcements on January 21, 2020 and earlier today, Hungary (the "Offeror"), now announces the final results and pricing for the purposes of its invitation to eligible holders of its outstanding (a) U.S.$3,000,000,000 6.375% Notes due 2021 (of which U.S.$2,583,222,000 is outstanding) (ISIN: US445545AE60 / CUSIP: 445545AE6) (the "2021 Notes"), (b) U.S.$2,000,000,000 5.375% Notes due 2023 (of which U.S.$1,923,938,000 is outstanding) (ISIN: US445545AH91 / CUSIP: 445545AH9) (the "5.375% 2023 Notes"), (c) U.S.$2,000,000,000 5.75% Notes due 2023 (of which U.S.$2,000,000,000 is outstanding) (ISIN: US445545AJ57 / CUSIP: 445545AJ5) (the "5.75% 2023 Notes") and (d) U.S.$2,000,000,000 5.375% Notes due 2024 (of which U.S.$2,000,000,000 is outstanding) (ISIN: US445545AL04 / CUSIP: 445545AL0) (the "2024 Notes") (collectively, the "Notes" and each a "Series") to tender their Notes for purchase by the Offeror for cash (each an "Offer" and, together, the "Offers").

The Offers were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated January 21, 2020 (the "Tender Offer Memorandum"). Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offeror intends to accept for purchase U.S.$1,000,000,000 in aggregate nominal amount of the Notes, the Final Acceptance Amount referred to in the Tender Offer Memorandum.

In respect of the 2021 Notes Offer, the Offeror now announces that it has determined that the 2021 Notes Clearing Spread will be 15 basis points. The Series Acceptance Amount in relation to the 2021 Notes will be U.S.$ 500,000,000 and the 2021 Notes Purchase Price will be 105.482 per cent. of the nominal amount of the relevant 2021 Notes. In respect of the 2021 Notes Offer, the Offeror now announces that it has determined that it will accept for purchase 2021 Notes tendered pursuant to valid Non-Competitive Tender Instructions on a pro rata basis, with a Scaling Factor of approximately 59.48%. The Offeror will not accept for purchase any 2021 Notes tendered pursuant to Competitive Tender Instructions. The Offeror will also pay Accrued Interest in respect of the 2021 Notes accepted for purchase pursuant to the 2021 Notes Offer equal to approximately 2.160 per cent. of the nominal amount of the relevant 2021 Notes.

In respect of the 5.375% 2023 Notes Offer, the Offeror now announces that it has determined that the 5.375% 2023 Notes Clearing Spread will be 40 basis points. The Series Acceptance Amount in relation to the 5.375% 2023 Notes will be U.S.$100,000,000 and the 5.375% 2023 Notes Purchase Price will be 110.540 per cent. of the nominal amount of the relevant 5.375% 2023 Notes. In respect of the 5.375% 2023 Notes Offer, the Offeror now announces that it has determined that it will accept for purchase 5.375% 2023 Notes tendered pursuant to valid Non-Competitive Tender Instructions on a pro rata basis, with a Scaling Factor of approximately 62.20%. The Offeror will not accept for purchase any 5.375% 2023 Notes tendered pursuant to Competitive Tender Instructions. The Offeror will also pay Accrued Interest in respect of the 5.375% 2023 Notes accepted for purchase pursuant to the 5.375% 2023 Notes Offer equal to approximately 2.389 per cent. of the nominal amount of the relevant 5.375% 2023 Notes.

In respect of the 5.75% 2023 Notes Offer, the Offeror now announces that it has determined that the 5.75% 2023 Notes Clearing Spread will be 50 basis points. The Series Acceptance Amount in relation to the 5.75% 2023 Notes will be U.S.$251,010,000 and the 5.75% 2023 Notes Purchase Price will be 114.025 per cent. of the nominal amount of the relevant 5.75% 2023 Notes. In respect of the 5.75% 2023 Notes Offer, the Offeror now announces that it has determined that it will accept for purchase all 5.75% 2023 Notes tendered pursuant to valid Non-Competitive Tender Instructions with no pro rata scaling. The Offeror will not accept for purchase any 5.75% 2023 Notes tendered pursuant to Competitive Tender Instructions. The Offeror will also pay Accrued Interest in respect of the 5.75% 2023 Notes accepted for purchase pursuant to the 5.75% 2023 Notes Offer equal to approximately 1.102 per cent. of the nominal amount of the relevant 5.75% 2023 Notes.

In respect of the 2024 Notes Offer, the Offeror now announces that it has determined that the 2024 Notes Clearing Spread will be 50 basis points. The Series Acceptance Amount in relation to the 2024 Notes will be U.S.$ 148,990,000 and the 2024 Notes Purchase Price will be 113.746 per cent. of the nominal amount of the relevant 2024 Notes. In respect of the 2024 Notes Offer, the Offeror now announces that it has determined that it will accept for purchase 2024 Notes tendered pursuant to valid Non-Competitive Tender Instructions on a pro rata basis, with a Scaling Factor of approximately 61.10%. The Offeror will not accept for purchase any 2024 Notes tendered pursuant to Competitive Tender Instructions. The Offeror will also pay Accrued Interest in respect of the 2024 Notes accepted for purchase pursuant to the 2024 Notes Offer equal to approximately 1.881 per cent. of the nominal amount of the relevant 2024 Notes.

A summary of the final pricing of the 2021 Notes Offer appears below:

A summary of the final pricing of the 5.375% 2023 Notes Offer appears below:

A summary of the final pricing of the 5.75% 2023 Notes Offer appears below:

A summary of the final pricing of the 2024 Notes Offer appears below:

The expected Settlement Date for the Offers is January 31, 2020.

BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan Securities plc are acting as Dealer Managers and Lucid Issuer Services Limited is acting as Information and Tender Agent.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.