Voluntary Social Capital

Voluntary Contributions to Share Capital

Investing in “CONSUM, S.COOP.V.” is of interest to you. If you are a member (consumer or employee) of the Cooperative you can subscribe to voluntary share capital contributions with excellent returns. These are their main features:

Who can subscribe:

• Consumer members who reside in Spain.
• Employee members.

Method of payment:

Payment may be made by bank transfer or deposit into an account. Cash payments are not accepted.

Nominal value of each contribution:

Contribution amount - Contributions of 150 euros and multiples of this amount.

Maximum limit per member - There is a maximum limit per member contribution which will be determined by the Governing Council of the Cooperative at any given time and which is currently set at 81.000 euros in total for all issues. Therefore, no member can hold subscribed contributions with a total cumulative amount exceeding 81.000 euros.

Nominal interest rate:

Rate - The contributions enable the holder to receive an annual interest rate set by the Governing Council for each issue. This rate remains for the full six-month period and applies to both the current and previous issues.

Current rate - The current interest rate is 2.5 % gross per annum and is in force until 30 June 2026.

Interest rate variation – Every six months, coinciding with the payment of interest, the interested party is informed of the new interest rate that is in force for the following period.

Payment of interest:

Value date – The value date from which interest will commence to accrue in the member’s favour will be the day following the effective payment of the amount corresponding to the subscribed contributions.

An “effective payment” (deposit into the account or bank transfer in favour of “CONSUM, S. COOP. V.”) will be understood as the date on which the amount is credited to the Cooperative’s account.

Method – Exclusively by bank transfer to the account indicated by the subscriber. It is an essential requirement that the member notifies the Cooperative of a bank account number (IBAN code) to which the accrued interest will be paid using the communication form created for this purpose by the Cooperative. No voluntary contribution will be accepted unless it is accompanied by the corresponding bank account number. This requirement applies to both current and previous issues.

Payment dates - Payment of interest is made bi-annually on 30 June and 31 December each year.

Legal consideration and withholding – The interest paid constitutes income from movable capital and is subject to withholding at the rate in force at any given time. It is currently 19%.

Annual withholding certificate – A corresponding annual withholding certificate will be issued to the interested party for the purpose of filing their personal income tax.

Method of subscribing to the contributions:

Consumer members – Any consumer member that is interested in subscribing to and paying voluntary share capital contributions may contact the Director or Store Manager where they normally shop.

Employee members – Any employee member that is interested in subscribing to and paying in voluntary share capital contributions may contact the Director or Store Manager where they normally shop. Staff at the Silla head office can also contact the person responsible for Voluntary Share Capital in the Finance Department.

Documents required -

A National Identity Document (DNI, or NIE in the case of foreign nationals) is required for both employee and consumer members.

Provisional receipt and definitive certificate – A provisional receipt is issued at the time of subscription and, shortly after this, a definitive certificate will be sent to the interested party containing details of the outstanding balance of all voluntary contributions currently in force. The certificate is sent to the member’s home address by ordinary post.

Refund of the contributions:

Procedure for leaving the Cooperative – Giving a minimum of 15 days’ notice, members must send a letter to the Governing Council to notify them of their withdrawal and must also notify the person responsible for Voluntary Share Capital by telephone. The refund of the contributions will be made once the withdrawal has been processed.

Procedure without the requirement to leave the Cooperative – Two possibilities exist:

1. At any time after 1 year has passed from the subscription date, on request to the person responsible for Voluntary Share Capital, giving 15 days’ notice, and signing the refund request form that will be provided.
2. At any time before 1 year has elapsed from the subscription date, by following the internal procedure for transferring the contribution to another member and signing the transfer request. The contribution will be refunded to the applicant within 15 days.

Reimbursement method – Solely by crossed, nominative cheque.

Refund amount - In all cases, the member will be reimbursed the nominal value of their contribution, plus interest accrued up to the date of the refund (retaining the legal deduction) in accordance with the period during which the contribution was effectively held by the Cooperative.

Additional information:

To request further information, you may contact the person responsible for Voluntary Share Capital in our Finance Department by telephoning 96 197 40 00. Business hours are Monday to Friday from 10:00 am to 2:00 pm.

Regulations:

The regulations that apply to the voluntary share capital are as follows:

• Articles 55-1, 57, 60 and 61-6 of the Legislative Decree 2/2015 of 15 May of the Consell, which approves the Consolidated Text of the Law on Cooperatives of the Valencian Community.
• Articles 47-1, 47-9, 48-1 and 52-1 of the Byelaws.
• Issue resolutions from the Governing Council.

Legislative decree 2/2015 of 15 May of the Consell approving the Consolidated Text of the Law on Cooperatives of the Valencian Community.

Article 55. Share capital.

1. The share capital of the cooperative will include the mandatory and voluntary contributions of its members and, where applicable, of associate persons. A minimum of 25% of the amount must be paid in at the time of incorporation.

The share contributions, whether mandatory or voluntary, may be:

a) Contributions with a right to reimbursement.

b) Contributions whose reimbursement may be unconditionally refused by the Governing Council in the event of withdrawal or other circumstances provided for in this law.

The mandatory transformation of contributions with a right to reimbursement into contributions whose reimbursement may be unconditionally refused by the Governing Council, or the reverse transformation, will require the agreement of the General Assembly, adopted by the majority required for amendment of the byelaws. A member who disagrees may withdraw, and the withdrawal will be deemed justified.

In the case of the contributions referred to in section a) above, the byelaws may provide that when the amount of contribution refunds in a financial year exceed the percentage of share capital established in that year, any new refunds will be subject to the favourable agreement of the Governing Council.

A member who has expressly recorded their dissenting vote, or who was absent or disagreed with the establishment or reduction of this percentage, may withdraw, and such withdrawal will be deemed justified. In this case, Articles 58.2, 61.9 and 10 will also apply.

If the cooperative announces the amount of its share capital, it must refer to the specific date and state the payment amount.

Article 57. Voluntary contributions to share capital.

1. If the byelaws so provide, the General Assembly and the Governing Council may agree and set the conditions for accepting voluntary contributions from members and associate persons. Where necessary, due to the number of subscription requests exceeding those they have agreed to accept, such as the establishing the conditions for remuneration and reimbursement of this type of contribution, these conditions must respect proportionality with the share capital already made by them. In any event, the subscription period may not exceed six months from the issuance resolution and the reimbursement period may not be less than one year from the subscription date.

2. If there is not full subscription to the total amount of voluntary contributions anticipated in the issuance resolution, the share capital will be deemed to have increased by the amount actually subscribed, unless in such a case, the agreement provides that the increase will be void.

3. Each issuance resolution will regulate the conditions for remuneration of the corresponding issue and, where applicable, the criteria for modifying those conditions.

4. At the request of the holder, the Governing Council may decide to convert voluntary contributions into mandatory contributions, as well as transforming mandatory contributions into voluntary ones when they need to be reduced to adapt them to the member’s potential cooperative use, or to be settled with the member in accordance with the byelaws.

Article 60. Transfer of contributions and of member or associate status.

1. Voluntary contributions are freely transferable among members and associate persons. Mandatory contributions may be transferred among members when this is necessary to adjust the mandatory share capital contributions that each must maintain in accordance with the byelaws.

In both cases, the transfer must be notified to the Governing Council within fifteen days from the date on which it takes place.

2. When the Governing Council receives applications for admission as new members or associate persons, it will make this public on the notice board at the registered office so that, within one month, both members and associate persons who wish to may submit written offers of the contributions they are willing to transfer, with the transferor retaining the minimum mandatory contribution.

3. After losing the requirements to continue as such, a member who is granted a justified withdrawal may transfer their contributions to their spouse, ascendants or descendants providing they are members or associate persons or acquire such status within three months following the withdrawal, subscribing the mandatory contributions necessary to complete their mandatory share capital contributions.

4. In the event of succession mortis causa, heirs who so request and who are entitled to admission in accordance with the byelaws and this law, may acquire member status, distributing the contributions of the deceased among themselves.

When the ownership of a contribution is shared by two or more heirs, they will all be considered members and will be obliged to subscribe to the mandatory contributions required at that time.

An heir who is not interested in joining the cooperative may demand settlement of the contributions corresponding to them without deductions.

If the byelaws so provide, associate status and the corresponding contributions may also be transferable mortis causa.

5. In the cases referred to in paragraphs three and four, the person acquiring the contributions will not be required to pay admission fees for the contributions received from a family member or the deceased.

6. Without prejudice to exercising their rights over refunds, interest and returns that may correspond to the member, their personal creditors may not seize or enforce against the share contributions,

Article 61. Reimbursement of contributions.

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6. Voluntary contributions will be reimbursed, settled, under the conditions set out by the resolution that approved their issuance or conversion. Unless that resolution established a different arrangement, voluntary contributions will be reimbursed at the time when the withdrawal is to take effect, provided that the minimum reimbursement period established in this law has been met. Under no circumstances may deductions be made from voluntary contributions, nor may the deferral provided for in the preceding paragraph be applied to them.

Byelaws.

Articles 47-1, 47-9, 48-1 and 52-1 of the Byelaws.

Article 47- Share capital: mandatory and voluntary contributions.

1 - The share capital will be made up of members’ contributions, both mandatory and voluntary, with the right to reimbursement in the event of withdrawal, subject to the limitation set out in paragraph 1 of Article 52, which will be accredited by registered, nominative certificates or passbooks in which the amounts paid in and those pending will be recorded, together with any updates to the contributions and any deductions from these to cover losses attributed to the member, where applicable. They may also be accredited by account entry records as determined by the Governing Council, although in this case, an account statement must be sent to the member at least once a year.

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9 - Voluntary contributions – Without prejudice to the authority of the General Assembly referred to in Article 57-1 of the Law on Cooperatives of the Valencian Community, and thereby expressly established in these Byelaws, the Governing Council may agree to accept voluntary contributions from members, establishing the conditions for their subscription, remuneration and reimbursement. The resolution will establish the maximum total amount, the conditions and the subscription period, which may not exceed six (6) months from the date of the resolution, as well as the criteria for the variability of the conditions for remuneration. This, or subsequent resolutions, may unify the rate of return for all voluntary capital for that period. Voluntary contributions must be paid in full at the time of subscription. If the full amount of voluntary contributions established in the issuance resolution is not subscribed, the share capital will be deemed increased by the amount actually subscribed, unless the resolution has provided that, in such case

Article 48 - Remuneration of Share Capital: interest.

1 - When so determined by the General Assembly (in the case of mandatory contributions) or by the Governing Council (in the case of voluntary contributions), members’ contributions, whether mandatory or voluntary, will entitle the holder to receive interest on the portion effectively paid in. Provided the competent body agrees to remunerate contributions to share capital, the nominal annual rate may not exceed the legally established maximum at any given time. If mandatory contributions are to be remunerated, the corresponding interest due will be claimable by the member and will be paid by the Cooperative at the Ordinary General Assembly approving the accounts for the financial year to which such interest relates. The issuance resolution of the Governing Council will determine whether or not voluntary contributions are remunerated, the applicable rate and any other conditions that apply to these. In the case of mandatory contributions, a necessary requirement for interest to be paid will be that there are p

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Article 52.- Reimbursement of contributions.

1 – Subject to the limitation set out below, the member will be entitled to request reimbursement of their mandatory contributions and, where applicable, voluntary contributions, together with the corresponding share of any distributable voluntary reserves that may exist and that the General Assembly has decided to individualise, in the event of withdrawal from the Cooperative. If, in any financial year, the total amount requested for the reimbursement of contributions (both mandatory and voluntary) exceeds five percent (5%) of the maximum share capital ever held by the Cooperative as at the closing date of each financial year, any new reimbursement requests exceeding that limit will be subject to the favourable resolution of the Governing Council.

A member who does not agree with the establishment or reduction of this percentage may withdraw from the Cooperative, and such withdrawal will be deemed justified.

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Latest version 24/04/2025