Annual Report KBC Ancora 2023/2024

ANNUAL REPORT

2 0 2 3 / 2 0 2 4

K B C A N CO R A B AC KG R O U N D

1998

KBC Ancora was incorporated on 18 December 1998 as Cera Ancora SA (Société anonyme). Cera Ancora's capital was formed by the contribution of 35,950,000 Almanij shares and approximately EUR 12.4 million in cash, subscribed virtually entirely by Cera (then 'Cera Holding') Cera Ancora was thus an almost wholly owned subsidiary of Cera.

2001

The foundations were laid in 2000 for the fundamental restructuring of Cera Ancora and of Cera, with approval being granted on 12 and 13 January 2001, respectively. The restructuring was carried out in implementation of a settlement reached in conclusion of a legal dispute which went back to the merger in 1998 of CERA Bank, ABB and Kredietbank.

On the one hand, the restructuring of Cera Ancora led to the conversion of Cera Ancora NV to Almancora SCA, the splitting of the Almancora shares, so that the capital of the company was represented by 55,929,510 shares, and an increase (through contributions and purchase) of the participating interest in Almanij to 55,929,510 shares (28.56%). On the other hand, the restructuring of Cera gave Cera members the right to three Almancora shares for each cooperative D-share surrendered on withdrawal.

Almancora was listed on the stock exchange for the first time on 4 April 2001. From that date onwards it was possible to trade the shares on the 'double fixing' segment of the Brussels Stock Exchange.

2005

On 2 March 2005 the structure of the Almanij/KBC group was simplified by means of a merger in the form of the acquisition of Almanij by KBC Bank- insurance Holding.

The merger to form KBC Group had a number of important consequences for Almancora:

• As a result of the merger Almancora acquired KBC Group shares on 2 March 2005, based on an exchange ratio of 1.35 KBC Group shares for each Almanij share.
• Until the merger, the shareholder stability of the Almanij/KBC group was guaranteed by Cera, Almancora and the Other Permanent Shareholders via a shareholder agreement. Following the merger this was replaced by a new shareholder agreement, to which MRBB also became a party. The stable shareholders of the KBC group were henceforth Cera, Almancora, MRBB and the Other Permanent Shareholders.
• The disappearance of Almanij also brought to an end the reserving of profit at Almanij level.

2007

On 15 June 2007 the company name Almancora was changed to KBC Ancora and the Almancora share was split by a factor of 1.4 (seven new KBC Ancora shares per five existing Almancora shares). The purpose of these two changes was to make the link between the KBC Ancora share and the KBC Group share even more explicit.

The split also means that since 15 June 2007, Cera members who withdraw with their D-shares have the right to receive 4.2 KBC Ancora shares in exchange for each D-share surrendered. This 'reimbursement on withdrawal' means that the proportion of Cera's participation in KBC Ancora to be distributed will decline steadily over time.

Since 15 June 2007, the KBC Ancora share has been listed on the continuous segment of the Euronext Brussels stock exchange.

On 8 August 2007, Cera and KBC Ancora reported that their joint participating interest in KBC Group had been increased to over 30%. Exceeding the 30% threshold was important in the context of the law on public takeover bids which came into effect in Belgium on 1 September 2007. Under this law, participating interests of more than 30% which were in existence at the time the law came into force are exempt from any obligation to issue a bid, whereas after that date exceeding this threshold carried a mandatory requirement to issue a public bid.

2012

KBC Group increased its capital by EUR 1.25 billion in December 2012 through the issue of new shares. KBC Ancora supported this capital increase, but did not participate in it itself. Cera participated less than proportionately in the capital increase. As a result of the increase, the joint participating interest of Cera and KBC Ancora fell below the 30% threshold. Cera and KBC Ancora did however contribute additional KBC Group shares which they already held to the shareholder agreement between Cera, KBC Ancora, MRBB and the Other Permanent Shareholders, so that this agreement continues to represent more than 30% of the total number of KBC Group shares.

2013

In July 2013, KBC Ancora attracted a new lender for EUR 325 million of its debt, which had previously been provided by KBC Bank. KBC Ancora sold

4.7 million KBC Group shares in November 2013. The proceeds of this sale were used to repurchase a loan with a nominal amount of EUR 175 million, which had been provided to KBC Ancora by KBC Bank in 2007. Both transactions had a positive impact on the capital position of KBC Bank.

2014

On 1 December 2014 Cera and KBC Ancora, together with MRBB and the Other Permanent Shareholders, extended their collaboration as a syndicate in updated form with respect to KBC Group for a further term of ten years, thereby ensuring the continued shareholder stability and supporting the further development of the KBC group. Cera, KBC Ancora, MRBB and the Other Permanent Shareholders contributed all their shares to the shareholder agreement, together representing 40% of the total number of KBC Group shares in issue.

2019

In August 2019, KBC Ancora decided to make a limited adjustment to the dividend policy. This adjustment means that 90% of the distributable recurring result for the financial year is paid out as dividend. This is a reduction of 10% compared to the previous dividend policy. As KBC Ancora is holding more cash within the business as a result, this will enable the outstanding financial liabilities to be reduced more quickly. That makes KBC Ancora's balance sheet more resilient against shocks.

On 25 October 2019, an Extraordinary General Meeting of Shareholders decided to transform KBC Ancora, with effect from 1 January 2020, from a partnership limited by shares (SCA) into a public limited company (SA) with sole (statutory) director. In effecting this transformation, use was made of the possibilities offered by the 'renewed' SA to grant the same rights in the Articles of Association to the sole director as in an SCA, so that the change in legal form has no impact on the anchoring structure.

2020

The Extraordinary General Meeting of KBC Ancora shareholders held on 30 October 2020 decided to introduce a system of loyalty voting rights. This means that double voting rights are granted to each KBC Ancora share that has been entered in the register of registered shares in the name of the same shareholder for an uninterrupted period of at least two years. The other shares confer the right to one vote. Dematerialised shares do not benefit from double voting rights.

2022 - 2023

Between June 2022 and March 2023 KBC Ancora implemented a share repurchase programme to a total amount of EUR 50 million. KBC Ancora repurchased a total of 1,289,470 shares, corresponding to 1.6% of the total number of shares in issue. The Extraordinary Meeting of Shareholders held on 27 October 2023 approved the cancellation of these treasury shares. This cancellation led to a reduction in the number of shares in issue to 77,011,844.

Strictly Confidential

DRAFT ANNUAL REPORT 2023/2024 version 30 August 2024

2

Annual Report KBC Ancora 2023/2024

Strictly Confidential

DRAFT ANNUAL REPORT 2023/2024 version 30 August 2024

3

Annual Report KBC Ancora 2023/2024

Strictly Confidential

DRAFT ANNUAL REPORT 2023/2024 version 30 August 2024

4

Annual Report KBC Ancora 2023/2024

Strictly Confidential

DRAFT ANNUAL REPORT 2023/2024 version 30 August 2024

5

BOARD OF DIRECTORS OF ALMANCORA SOCIÉTÉ DE GESTION SA

Standing, from left to right, front row: Stefaan Vanhoutte - Philippe Vanclooster - Rita Van kerckhoven - Luc Vandecatseye - Christiane Steegmans - Franky Depickere

Standing, from left to right, back row: Paul Demyttenaere - Frederik Vandepitte - Katrien Vansteenkiste - Henri Vandermeulen - Marc De Ceuster - Liesbet Okkerse

Annual Report KBC Ancora 2023/2024

Strictly Confidential

DRAFT ANNUAL REPORT 2023/2024 version 30 August 2024

6

Letter from the Chairman of the Board of Directors and the Managing Directors

KBC Ancora's results for the financial year 2023/2024

KBC Ancora recorded a profit of EUR 368.3 million in the financial year 2023/2024, compared with a profit of EUR 298.9 million in the previous financial year.

Revenue in the year under review was determined to a very large extent by the dividend income from the participating interest in KBC Group. KBC Group distributed a total dividend of EUR 4.85 per share in the financial year 2023/2024 (EUR 1.00 in November 2023, EUR 3.15 at the beginning of May 2024 and EUR

1. at the end of May 2024), taking KBC Ancora's total dividend income for the financial year to EUR

1. million.
   In the previous financial year, KBC Group distributed a dividend of EUR 1.00 per share in November 2022 and EUR 3.00 per share in May 2023; KBC Ancora consequently received dividend income totalling EUR
2. million on its participating interest in KBC Group in the previous financial year.
   In addition, KBC Ancora received interest income totalling EUR 2.3 million from term deposits in the year under review, compared with EUR 0.9 million in the previous financial year.

KBC Ancora's expenses consisted principally of the usual cost lines. Operating costs amounted to EUR 3.2 million, EUR 0.15 million more than in the previous financial year.

Interest charges on outstanding financial debt came to EUR 6.8 million, a reduction of EUR 2.2 million compared with the previous financial year, thanks on the one hand to the partial early repayment of EUR 70 million in May 2023 (on a loan totalling EUR 143 million), and on the other to the repayment of the remaining balance on this loan of EUR 73 million in May 2024.

After addition of the result carried forward from the previous financial year (EUR 0.9 million), the result available for appropriation amounts to EUR 369.2 million.

The following appropriation of profit will be proposed to the General Meeting of Shareholders to be held on 25 October 2024:

• Addition of EUR 18.4 million (5% of the profit for the financial year) to the legal reserve;
• Addition of EUR 35.0 million to the available reserves; this represents 10% of the recurring result after formation of the legal reserve;
• Dividend amounting to EUR 315.0 million. This amount reflects the interim dividend of EUR 4.09 per share that was distributed on 6 June 2024, and is equal to 90% of the recurring result available for distribution, after formation of the legal reserve.
• Carry-forwardof the balance of EUR 0.8 million to the next financial year.

Annual Report KBC Ancora 2023/2024

Strictly Confidential

DRAFT ANNUAL REPORT 2023/2024 version 30 August 2024

7

Balance sheet

KBC Ancora's total assets amounted to EUR 3.6 billion on 30 June 2024, a slight decline (EUR -54.1 million) compared with end of the previous financial year.

The participating interest in KBC Group remained unchanged in the year under review. On the balance sheet date, KBC Ancora held 77,516,380 KBC Group shares. equivalent to 18.58% of the total number of KBC Group shares in issue. The book value of these shares stood at EUR 46.44 per share. KBC Ancora is the largest shareholder of KBC Group and, together with Cera and the other stable shareholders, ensures the anchoring of the KBC group.

A resolution was passed at the Extraordinary Meeting of Shareholders held on 27 October 2023 to cancel the 1,289,470 repurchased shares (with an acquisition value of EUR 50 million) which at the end of the previous financial year were included in the assets (under 'Current investments'). The same amount was also released from the liabilities side of the balance sheet ('Unavailable reserves - Purchase of own shares').

Debt on the balance sheet date totalled EUR 116.4 million, EUR 57.4 million less than at the end of the previous financial year.

Following repayment of a loan amounting to EUR 73 million at the end of May 2024 and a credit facility drawdown of EUR 15.6 million, financial debt amounted to EUR 115.6 million at the balance sheet date. Of this total, EUR 100 million relates to a loan maturing in May 2027. An amount of EUR 15.6 million was drawn down on a credit facility.

The dividend policy, which was slightly modified in August 2019, will in the first instance make it possible to repay this drawdown, and also contributes to the accrual of cash reserves in the run-up to the maturity date of the loan in May 2027.

Changes at the statutory director

Frederik Vandepitte was appointed full-time managing director and CEO of Almancora Société de gestion on 15 December 2023, with effect from 1 February 2024, following in the footsteps of Franky Depickere, who has successfully led the Cera group since 2006. Until the end of April 2026, Franky Depickere will remain as a part-time managing director and will continue to fulfil his mandates and assignments in the KBC group on behalf of Cera/KBC Ancora, and prepare for their transfer.

In the spring of 2024:

• Stefaan Vanhoutte was appointed a B director replacing Johan Massy, whose term of office had expired.
• Katrien Vansteenkiste was appointed a B director replacing Mathilde Remy, who stepped down as a director of Almancora Société de gestion (in connection with her election as chair of Cera Société de gestion).

Outlook

On 8 August 2024, KBC Group announced a result of EUR 1,431 million for the first half of the financial year 2024, compared with EUR 1.848 million in the same period in the previous financial year. KBC Group has confirmed its intention to distribute an interim dividend of EUR 1.00 per share in November 2024 as an advance payment on the total dividend in respect of the financial year 2024. These interim results justify the expectation that KBC Ancora will also be able to close its financial year 2024/2025 with a

Annual Report KBC Ancora 2023/2024