KBC Ancora is a listed company that holds approximately 18.6% 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.
Until 31 December 2019, KBC Ancora had the form of a partnership limited by shares, a legal form that was extremely suitable for anchoring purposes, in particular because of the protected position of the manager (who has a right of veto with regard to the decisions of the General Meeting of Shareholders that concern third parties, such as the payment of a dividend, and with regard to any amendment of the articles of association) and the possibility to ensure a far-reaching continuity in the management.
The choice of an SCA as the legal form for KBC Ancora had its origins in the function of this company in the Cera group, in particular to ensure KBC Group’s anchoring together with Cera, MRBB and the Other Permanent Shareholders.
On 25 October 2019, an Extraordinary General Meeting decided to adapt the articles of association of KBC Ancora to the provisions of the new Companies and Associations Code ("opt-in") with effect from 1 January 2020.
With effect from the same date, the company was transformed from a partnership limited by shares (SCA) into a public limited company (SA) with sole (statutory) manager.
In doing so, use was made of the possibilities offered by the ‘renewed’ SA to grant the sole manager the same rights in the articles of association as in an SCA, so that the change of legal form has no impact on the anchoring structure. As was the case since the stock exchange listing in 2001, the mandate of the statutory manager can only be revoked if there is a legitimate reason to do so and the consent of the statutory manager is required for decisions to amend the articles of association, decisions to make distributions to the shareholders and decisions to dismiss the statutory manager.
