Cooperative ‘E’ shares issued by Cera

The cooperative values of F.W. Raiffeisen, cooperation, solidarity and respect for all, have formed the basis for Cera’s business for over a hundred years.

Cera. Deep roots, broad presence.

You are not always entitled to a dividend. Each year, the statutory director proposes a dividend to the Annual General Meeting. Cera's dividend policy takes account of Cera's specific cooperative character, its (recurring) results and its long-term objectives as a social investor. The dividend may vary from year to year. The statutory director can also propose that no dividend be paid. If the company's assets are inadequate to pay the members in accordance with Article 6 of the Articles of Association, payment will be made on a pro rata basis. Cera is a cooperative society accredited by the National Cooperation Council (NCC) and recognised by the Federal Ministry of Economy. The dividend may not exceed the maximum percentage per share set out in the NCC’s conditions for accreditation. Since 1996, the maximum has been 6%.

* Past dividends do not offer any guarantee for the future.
** The percentages shown relate to the gross dividend. Withholding tax of 30% will be deducted. For residents of Belgium, this can be set off against the personal income tax due (and, if necessary, be reimbursed) via their income tax return, as long as the threshold of 800 euros in dividends per taxpayer per year is not exceeded. Non-residents can reclaim the withholding tax deducted via the income tax return for non-residents. See section 4.2.2.4. of the prospectus for a complete overview of the tax treatment of the ‘E’ shares, as applicable on the date of the prospectus.

Any private individual can subscribe to one or several E-shares during this issue. They can be either existing Cera members (holders of B, D and/or E shares) or people who are not yet Cera members. Subscription is possible at a statutory issue price of 50 euros per ‘E’ share, respecting the total statutory maximum of 100 'E' shares. It is possible to subscribe several times, even during the same issue period. There are no entry charges. The subscription period runs through 24 May 2023, subject to early closure. Once the issue is closed, Cera will announce the results of the offering on its website.
The entry in the share register is made on the date of the deposit of the contribution, subject to acceptance by Cera Beheersmaatschappij, the statutory director of Cera.

Subscriptions take place at the counters of KBC, KBC Brussels or CBC, via KBC Live, KBC Brussels Live or CBC Live or via the online applications of KBC, KBC Brussels or CBC. When subscribing via KBC Live, KBC Brussels Live, CBC Live or online, the would-be subscriber expressly requests that the subscription be carried out immediately and in full so that it cannot be revoked. The would-be subscriber also consents to precontractual or contractual information being provided via a durable medium other than paper.

If you decide to withdraw your ‘E’ shares at a later date, you will be entitled to a maximum reimbursement of the contribution actually paid when you subscribed for the ‘E’ shares, i.e. 50 euros per share. Therefore, you will never receive more than the amount you actually paid at the time of subscription. There are no exit charges. If you want to withdraw with your ‘E’ shares, you can do so during the first six months of every financial year (between 1 January and 30 June). In a number of cases specified in the Articles of Association, the statutory director can suspend members' requests to withdraw or refuse voluntary withdrawals. He/she may not refuse the withdrawal out of speculative or arbitrary considerations. ‘E’ shares cannot be traded and may not be transferred, either inter vivos or upon death.
For a complete overview regarding payment should the shareholding be ended, please see section 4.2.3.3 of the prospectus.
As regards the right to refuse withdrawal, requests to withdraw have been suspended during the first half of the year since 2017, but are then implemented in full after that period.

In the event of complaints, the would-be subscriber can contact the Cera Complaints Department, Muntstraat 1, 3000 Leuven, tel.: 0800 62 340, e-mail: info@cera.coop or via www.cera.coop > Contact. He or she can also contact the Ombudsman in financial conflicts (Ombudsfin) – a qualified body under the Belgian Code of Economic Law – North Gate II, Koning Albert II-laan 8, bus 2, 1000 Brussels, e-mail: ombudsman@ombudsfin.be, www.ombudsfin.be.
The 'E' shares and the rights and duties of Cera and the banks who provide the counter services are governed by Belgian law. All disputes fall within the jurisdiction of the Belgian courts.

Investing in shares, such as Cera's cooperative shares, involves risk. Cera’s ‘E’ shares may not be transferred and, upon exiting the cooperative, the maximum amount paid back is the issue price specified in the Articles of Association. If you subscribe, you risk losing some or all of what you invested. Please read the full prospectus beforehand, so that you fully understand the potential risks and benefits associated with the decision to invest in Cera shares. This prospectus contains more detailed information than this document. Please pay particular attention to the risk factors described in section 1, 'Risk Factors' in the prospectus. Cera is subject to a number of risks, including market risk, liquidity risk and concentration risk. A highly significant amount of Cera’s assets are accounted for by shares in KBC Ancora and KBC Group NV, which means that Cera's solvency is largely determined by the value of these participating interests. Cera's (recurring) income consists almost exclusively of dividends from its shareholdings in KBC Ancora and KBC Group, meaning that any decrease in this income would have an adverse impact on Cera's liquidity position. Withdrawals can also have a significant impact on Cera’s cash flows. The prospectus is available on request free of charge from the registered office of Cera (Muntstraat 1, 3000 Leuven) or from any branch of KBC, CBC or KBC Brussels. You can also consult it via the website (www.cera.coop) or request a copy by e-mail (mailto:info@cera.coop) or by phone (0800 62 340). Approval of the prospectus by the FSMA should not be construed as a recommendation of the securities offered.