Cooperative ‘E’ shares issued by Cera

With 400,000 enthusiastic members, we are the most remarkable and friendly cooperative in the country. Together we can share experiences, achieve more and invest better: in initiatives that are effective and connect people, in projects that benefit us all.

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.

The financial return on an investment in 'E' shares consists exclusively of dividends on these shares. Each year, the statutory director proposes a dividend to the Annual General Meeting. The dividend can vary from one year to another and may not exceed the maximum percentage per share set out in the accreditation conditions for the NCC. Since 1996, the maximum has been 6%. The statutory manager can also propose that no dividend be paid, and Cera cannot guarantee a dividend percentage. Further information on the Cera dividend policy can be found in section 4.2.2.3 of the prospectus.

* Past dividends do not offer any guarantee for the future.
** 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 833 euros in dividends per taxpayer per year is not exceeded. 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.
*** In the context of the extraordinary dividend paid by KBC Group in 2022, Cera granted an exceptional 1% dividend increase over financial year 2022, bringing the total dividend to 4.25%.

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. The E Shares are being offered exclusively in Belgium. 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 28 May 2025, 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 – Belliardstraat 15-17 bus 8, 1040 Brussel , 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.

An equity investment, such as Cera's cooperative shares, involves risk. Cera 'E' shares may not be transferred and, when selling, the maximum amount paid back is the statutory issue price. If you subscribe, you risk losing some or all of the amount you invested.. Read the the full prospectus in advance so that you fully understand the potential risks and benefits connected 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 (See Summary on pages 5-11 and in chapter 1-Risk Factors pages 12-18). Among other things, Cera is subject to market risk, liquidity risk due to decrease or loss of dividends on the holdings in KBC Ancora and KBC Group, liquidity risk due to withdrawals with cooperative shares, concentration risk, ... The various risks that may manifest themselves at the level of KBC Group translate into market risk and liquidity risk due to fall or loss of dividends. Cera’s assets consist to a very large extent of shares in KBC and KBC Group, which means that Cera's solvency is largely determined by the value of these participating interests. Cera's (recurring) income consists crucially of dividends on its shareholdings in KBC Ancora and KBC Group, so that any decrease in this income has a negative impact on Cera's liquidity position. Withdrawals can also have a significant impact on Cera’s cash flows. Cera is subject, moreover, to the market risk associated with its assets and liabilities, and is indirectly exposed to the risks applying to KBC Group. The prospectus is available on request free of charge from the first day of the subscription period (20 June 2024) at the registered office of Cera (Muntstraat 1, 3000 Leuven). You can also consult it via the website (www.cera.coop) or request a copy by e-mail (info@cera.coop) or by phone (0800 62 340). The approval of the prospectus by the FSMA may not be regarded as an endorsement of the securities offered.