KBC Ancora SA — Capital/Financing Update 2013

Nov 19, 2013

Press release Regulated information Leuven, 19 November 2013 (09.45 CET) Inside information

NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Regulated information, Leuven, 19 November 2013 (09.45 CET)

KBC Ancora announces the successful sale of 4.7 million of KBC Group shares resulting in proceeds of 184 million euro

• KBC Ancora announces the successful sale today of 4.7 million KBC Group shares, resulting in cash proceeds of 184 million euro. A positive result of 35.9 million euro is realized on this sale.
• The proceeds will be used to buy back a loan that was provided by KBC Bank to KBC Ancora in 2007. A positive result of 15.75 million euro is realized on this buy-back.
• As a result of the buy-back of the loan, KBC Ancora's interest payments in the current financial year will decrease by 5.7 million euro. In the subsequent financial years, the interest payments will decrease by 9.6 million euro.
• The debt ratio of KBC Ancora decreases by approx. one third.
• The intrinsic value of one KBC Ancora share is now equivalent to the stock price of 0.99 KBC Group shares, minus the debt per KBC Ancora share, which currently amounts to 4.98 euro.
• As indicated by KBC Group, the transaction has a positive impact on the regulatory capital of KBC Bank.
• KBC Ancora remains the largest shareholder of KBC Group after the transaction and will continue its role in ensuring the shareholder stability of the KBC group, alongside Cera and the other stable shareholders.

The sale was conducted by way of an accelerated bookbuilding competitive process. The placement was managed by Goldman Sachs acting as Sole Bookrunner. Rothschild acted as financial advisor to KBC Ancora in this transaction.

KBC Ancora and Cera have agreed to a lock-up of six months, subject to the customary exceptions, including the consent of the Manager.

KBC Ancora owns 77,516,380 KBC Group shares after the sale, representing approximately 18.59% in KBC Group's share capital. KBC Ancora remains the largest shareholder of KBC Group.

Press release Regulated information Leuven, 19 November 2013 (09.45 CET) Inside information

The proceeds of the sale will be used to buy back a loan that KBC Bank has provided to KBC Ancora in 2007. It concerns a loan with a principal amount of 175 million euro, the full repayment of which was scheduled to occur on its maturity date in 2027. A positive result of 15.75 million euro is realized on this buy-back.

The purchase of the loan will decrease KBC Ancora's future interest payments. For the current financial year (01.07.2013 – 30.06.2014), this will amount to a decrease of interest payments by 5.7 million euro. In the subsequent financial years, interest payments will decrease by 9.6 million euro.

The sale of 4.7 million KBC Group shares and the use of the proceeds for the buy-back of the loan mentioned above and the subsequent decrease of interest charges, has a total positive impact of 57.4 million euro on the result of KBC Ancora in the current financial year. It is therefore expected that KBC Ancora will close the current financial year with a limited positive result. (Taking into account the intention of KBC Group not to distribute a dividend in 2014 relating to financial year 2013; see KBC press release dated 14 February 2013).

However, it is expected that KBC Ancora will not distribute a dividend, taking into account (a) the losses carried forward of 9.3 million euro at the end of the previous financial year and (b) the fact that the result of the sale of the KBC Group shares entails a reversal of a previously booked impairment, that will be neutralized in the calculation of the result to be distributed as dividend.1

After the transaction, KBC Ancora owns 77,516,380 KBC Group shares and has 390 million euro debt outstanding. The number of issued KBC Ancora shares amounts to 78,301,314 (unchanged number). The intrinsic value of one KBC Ancora share now therefore corresponds to the stock price of 0.99 KBC Group shares, minus the debt per KBC Ancora share, which currently amounts to 4.98 euro.

The purchase by KBC Ancora of the loan provided by KBC Bank has a positive impact on the regulatory capital of KBC Bank. Under the anticipated comprehensive application of the Basel III capital rules (fully loaded) the amount of so-called shareholder loans is deducted in full from the equity of the bank. On 3 July 2013, it was announced that KBC Bank had transferred other loans that were provided to KBC Ancora, with an aggregate principal value of 325 million euro, to another international financial institution.

Cera has also reduced its debt ratio through a concomitant sale of KBC Group shares.

KBC Ancora will continue to fully assume its role in ensuring the shareholder stability of the KBC group, along with Cera and the other stable shareholders.

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¹ When the impairment of the KBC Group-shares was recognized on 31.03.2009, a corresponding capital reduction was announced, in order to make sure that this impairment would not impede future dividend distributions. At the same time, it was already stipulated that in case of a potential later (partial or full) reversal of the impairment, the necessary steps would be taken to neutralize the impact of this reversal on the possibility to distribute dividends as well (see press release KBC Ancora dated 4 May 2009).

Press release Regulated information Leuven, 19 November 2013 (09.45 CET) Inside information

KBC Ancora is a listed company which holds approx. 18.6% of the shares in KBC Group and which together with Cera, MRBB and the Other Permanent Shareholders is responsible for the shareholder stability and further development of the KBC group. As core shareholders of KBC Group, these parties have signed a shareholder agreement to this effect.

Financial calendar:

31 January 2014 (17.40 hrs CET): Interim financial report (1H) 2 May 2014 (17.40 hrs CEST): Quarterly statement (3Q)

29 August 2014 (17.40 hrs CEST): Annual press release for the financial year 2013/2014

This press release is available in Dutch, French and English on the website www.kbcancora.be.

KBC Ancora Investor Relations & Press contact: Jan Bergmans tel.: +32 (0)16 27 96 72 fax: +32 (0)16 27 96 94 e-mail: jan.bergmans@kbcancora.be

This announcement is for information purposes only and does not constitute an offer to sell or a solicitation to buy any securities. This document is not an offer of securities for sale in the United States. The securities to which this document relates have not been registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.