Matolcsy case: loan agreement leading to arrest allegedly invalidated retroactively

According to 444, associates of György Matolcsy attempted to retroactively invalidate through a 5 March agreement the loan contract on the basis of which the former central bank governor was arrested.

Matolcsy case: loan agreement leading to arrest allegedly invalidated retroactively

Secret "reversal" contract in the Matolcsy case

444 has reported on the existence of a previously undisclosed four-party agreement: the document would have retroactively invalidated the loan contract on which the prosecution last week charged, took into custody, and the court subsequently arrested former central bank governor György Matolcsy. Among those charged are Matolcsy's lawyer, Dr Tamás Sándor, and Mihály Valkó; arrest warrants have been issued for Ádám Matolcsy and György Stofa.

The original loan contract was concluded on 28 February 2025, Matolcsy's last actual working day as central bank governor. On that date, Optima Zrt., the asset management company of the Pallas Athéné foundation established by the National Bank of Hungary (MNB), transferred its full shareholding in its subsidiary, Optima Befektetési Alapkezelő Zrt., to Quartz Befektetési Alapkezelő Zrt., the manager of the Central European III Private Equity Fund linked to Ádám Matolcsy. On the basis of a request filed with the company court on 3 March, from 4 March onwards the company register also listed Central European III as the sole owner of Optima Befektetési Alapkezelő Zrt.

Change of leadership and immediate consequences

On 4 March, however, not only did the change of ownership take place: on the same day, new central bank governor Mihály Varga took office, and immediately replaced the leadership of the PADME foundation. The board members of the foundation resigned from their positions on 5 March — precisely the day on which György Stofa and Mihály Valkó signed the agreement revoking the loan contract.

According to the text of the "reversal" contract, "the lender nevertheless makes no claim to the fulfilment of the obligations undertaken by the borrower", and the parties dissolve and thus terminate the principal agreement "with retroactive effect to the date of conclusion of the principal agreement". The existence of the document became known as of March following a freedom of information request by Transparency International Hungary, with 444 now publishing its contents.

Recognition of free transfer

One particularly notable provision of the agreement states that following the principal contract "no consideration whatsoever was created or any such performance was made". This means that the signatories essentially acknowledged that the asset management company of the foundation transferred the Optima shares to the private equity fund free of charge on 28 February, without payment. The original agreement merely stipulated that in return for the loan, eighty per cent of dividends paid should be transferred to "a bank account to be provided in writing at a later date" — a condition that could have been easily circumvented.

No trace in company court records

The "reversal" agreement was signed personally by György Stofa and Mihály Valkó, so the exact time of signing cannot be determined — unlike the original loan contract, which was signed digitally. 444 found no document in company court requests and filings that would have initiated the restoration of ownership by referring to this revocation agreement.

Yet the shares did return to the Optima parent company — the manner of the reversal, however, is not apparent from the public records.

Contradictory conduct after the revocation

Despite the 5 March signature, György Stofa signed his letter to 444 on 8 March as chief executive officer — even though from 7 March onwards, István Hegedűs was listed in the company register as head of Optima Zrt. Stofa was recalled from the chief executive position by the PADME foundation's new board, appointed by Varga Mihály, on 6 March.

Mihály Valkó likewise did not behave in accordance with the revocation: 444 found the change registration request submitted on 7 March at half past three in the afternoon, to which a founder's resolution signed by Valkó was also attached. In this, Central European III Private Equity Fund still lists itself as "sole shareholder" in Optima Befektetési Alapkezelő Zrt. — even though at the time of submission, they had been attempting to invalidate the contract creating the ownership right for two days already.

Change of management in Optima subsidiary

A week later, on 14 March, there was also a change of management in Optima Befektetési Alapkezelő Zrt. — the subsidiary — when István Hegedűs took over the management of the subsidiary as well. According to company court documents, no one submitted the "reversal" agreement to the company court, so its legal status remains unclear for the time being.

As for the loan contract itself, 444 first revealed it in April last year; through a freedom of information request by Transparency International Hungary, it became known since then that there was also a document revoking it — however, its exact contents have only now become public.

Source: 444

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