Stable shareholder of KBC Group

KBC Ancora is a listed company that holds approximately 23% of the shares in the listed KBC Group and, together with Cera, MRBB and the other permanent shareholders ensures the shareholder stability and continuity of KBC Group. As core shareholders of KBC Group, they have signed a shareholders’ agreement to that end. Cera and KBC Ancora function as a single party for the purposes of the agreement.

To fulfil its task, KBC Ancora has taken the form of a partnership limited by shares or ‘SCA’.

In the case of an SCA, in addition to the limited liability shareholders, there are one or more members who are jointly, severally and fully liable for all the debts of the SCA. These are known as ‘managing members’. In the case of KBC Ancora there is only one managing and hence fully liable member, namely Almancora Société de gestion SA, which is also the statutory manager of the company,  and its mandate can consequently be terminated only in exceptional circumstances. 

The statutory manager of an SCA, in this case Almancora Société de gestion SA, has the right to veto decisions taken by the General Meeting of Shareholders if they affect third parties (such as the distribution of a dividend) or relate to an amendment of the Articles of Association.

The protected status of the manager and the opportunity this creates to ensure a high degree of continuity within the administration of the company are the principal benefits of an SCA, where the aim is to anchor decision-making power. The choice of SCA as KBC Ancora’s legal form thus reflects the function of the company within the Cera group. It allows KBC Ancora to ensure KBC Group’s anchoring, in collaboration with Cera, MRBB and the Other Shareholders.