Voluntary Social Capital

Voluntary contributions to share capital

Investing in "CONSUM, S.COOP.V." is in your interest. If you are a member (consumer or worker), you can subscribe voluntary shares of share capital, with an excellent return. These are their main characteristics:

Form of payment:

They may be paid by bank transfer, deposit to account or personal cheque. Payment in cash will not be accepted.

Who can subscribe to them:

1. Consumer members.
2. Working members.

Face value of each contribution:

Amount of contributions: contributions of 150 euros and multiples of this amount.

Maximum limit per member (consumer or worker): there is a maximum limit per individual contribution, which is determined from time to time by the Cooperative's Governing Board, and which is currently set at 81,000 euros, in global terms for all issues, so that no member may have subscribed contributions for a total and accumulated amount of more than 81,000 euros.

Nominal interest rate:

Rate: the contributions give the right to receive an annual interest rate set by the Governing Board for each issue. This rate is valid for the entire six-month period and applies to the current issue as well as to previous issues.

Current rate: the annual gross nominal interest rate is 3%, in force until December 31st 2025.

Variation of the interest rate: every six months, coinciding with the interest payment, the interested party is informed of the new interest rate approved by the Governing Board and which will be in force for the following six-month period.

Interest payments:

Value date: the value date from which interest shall accrue to the member shall be the day following the actual disbursement of the amount corresponding to the subscribed contributions.

"Actual disbursement" shall mean:

1. In the case of cheques, on the day of delivery, according to the date of receipt.
2. In the case of deposits to account or bank transfer in favour of "CONSUM, S.COOP.V.", on the day of crediting the payment to the account.

Method: at the choice of the member, by crossed cheque, or by transfer to the account indicated by the subscriber.

Instalments: interest is paid half-yearly, on 30 June and 31 December of each year.

Legal status and withholding: the interest paid is legally considered as investment income and is subject to withholding tax at the rate in force at any given time, currently 19%.

Annual certificate of tax withholdings: the corresponding certificate of tax withholdings will be issued annually to the interested party for the purposes of completing personal income tax returns.

How to subscribe to the contributions:

Working members and consumer members: may contact either the shop manager or the person responsible for voluntary share capital at the head office in Silla (Valencia), requesting an appointment by calling +34 96 197 40 00.

Documentation to be provided:

1. In the case of working members or associates who are natural persons, their National Identity Card (or residency card in the case of foreigners).
2.  In the case of consumer members, ID card (or residency card in the case of foreigners) and membership card.

Provisional receipt and definitive certificate: at the time of subscription, a provisional receipt is issued, and within a short period of time, the definitive certificate is sent to the interested party, showing the outstanding balance of all their current voluntary contributions. Unless otherwise indicated by the member, this certificate is sent by internal mail to the centre where the subscription was formalised.

Reimbursement of contributions:

Procedure in the event of a member opting out of the Cooperative: with at least 15 days' notice, the member must send a letter to the Governing Board informing them of their intention to opt out, and notify the person responsible for voluntary share capital by telephone. Once the request has been processed, the member's contributions will be refunded.

Procedure without the need to opt out of the Cooperative. There are two possibilities:

1. After 1 year has elapsed since the subscription, at any time, by applying 15 days in advance to the person responsible for voluntary share capital, and by signing the request for reimbursement that will be provided to them.
2. Before 1 year has elapsed since the subscription, at any time, by means of the internal procedure of transferring their contribution to another member (consumer or worker, indifferently), by signing the transfer request and reimbursing the contribution to the applicant within 15 days.

Method of reimbursement: by crossed cheque only. However, the Cooperative may decide to make the reimbursement by transfer to the account indicated by the member.

Amount of the reimbursement: in all cases, the interested party is reimbursed the nominal value of their contribution plus the interest accrued up to the date of reimbursement (minus the legal withholdings), depending on the time the contribution has actually been in the possession of the Cooperative.

Additional information:

For further information, please contact the person responsible for voluntary share capital in our Finance Department on +34 96 197 40 00. The opening hours are Monday to Friday from 10 am to 2 pm.

Applicable regulations for the issue of voluntary share capital in "CONSUM, S.COOP.V.".

The following regulations apply to the issue of voluntary share capital:

· Articles 55-1, 57, 60 and 61-6 of Spanish Legislative Decree 2/2015, of 15 May, of the Consell, approving the Consolidated Text of the Law on Cooperatives of the Valencian Community.

· Articles 7-B), 47-1, 47-9, 48-1 and 52-1 of the Articles of Incorporation.

· Decisions of the Governing Board regarding issues.

Spanish Legislative Decree 2/2015, of 15 May, of the Conseil, approving the Consolidated Text of the Law of Cooperatives of the Valencian Community.

Article 55 Share Capital

1. The Cooperative's share capital is composed of the compulsory and voluntary contributions of its members and, where applicable, of its associates. At least 25% of the capital must be paid up at the time of incorporation.

Compulsory or voluntary capital contributions to the company may be:

a) Contributions with reimbursement rights.

b) Contributions whose reimbursement, in the event of opting out or in other cases contemplated in this law, may be unconditionally refused by the Governing Board.

The compulsory conversion of contributions with reimbursement rights into contributions whose reimbursement may be unconditionally refused by the Governing Board, or the reverse conversion, shall require the resolution of the General Meeting, adopted by the majority required for the amendment of the Articles of Incorporation. Any dissenting member may terminate their membership, in which case it shall be deemed to be justified.

The Articles of Incorporation may provide, in the case of the contributions referred to in paragraph a) above, that when in any financial year the amount of the repayments of the contributions exceeds the percentage of share capital established therein, the new reimbursements shall be subject to the favourable resolution of the Governing Board.

Any member who has expressly withheld their vote or who is absent or disagrees with the establishment or reduction of this percentage may opt out, which shall be considered justified. In this case, Articles 58.2, 61.9 and 10 shall also apply.

If the Cooperative announces its share capital figure to the public, it must refer to a specific date and state the paid-up amount.

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Article 57 Voluntary contributions to the share capital

1. The General Meeting and, if provided for in the Articles of Incorporation, the Governing Board, may agree to the admission of voluntary contributions from members and associates, setting the subscription conditions, which must respect proportionality with the contributions to share capital made to date by them, if this is necessary because the number of subscription requests exceeds the number of those which it has been agreed to admit, as well as the conditions of remuneration and reimbursement of this type of contribution. In any case, the subscription period may not exceed six months from the issue agreement, and the redemption period may not be less than three years from the subscription.

2. If the voluntary contributions provided for in the resolution to issue the shares are not fully subscribed, the capital shall be deemed to be increased by the amount subscribed, unless the resolution provides that the increase shall not take effect in this case.

3. Each issue agreement shall regulate the conditions for the remuneration of the corresponding issue and, where appropriate, the criteria for the modification of these conditions.

4. The Governing Board may decide, at the request of the member, to convert voluntary contributions into compulsory contributions, as well as the conversion of compulsory contributions into voluntary contributions when these have to be reduced to suit the member's potentiality for co-operative use, or be paid to the member in accordance with the Articles of Incorporation.

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

1. Voluntary contributions are freely transferable between members and associate members. Compulsory contributions may be transferred between members, provided that this is necessary in order to adjust the compulsory contributions to the share capital that each of them must maintain in accordance with the Articles of Incorporation.

In both cases, the Governing Board must be notified of the transfer within fifteen days.

1. When the Governing Board receives an application for new members or associates, it shall publish this on the notice board at the registered office, so that, within a period of one month, both members and associates who so wish may offer in writing the contributions they are willing to transfer, with the transferor maintaining the minimum compulsory contribution.
2. A member who, after losing the requirements to continue as such, is justifiably opted out may transfer their contributions to their spouse, ascendants or descendants, if they are members or associates, or acquire such status within the three months following the termination of their membership, subscribing the compulsory contributions necessary to complete their compulsory contributions to the share capital.
3. In the event of transfers due to death, the status of members may be acquired by the heirs who request it, and are entitled to membership in accordance with the articles of incorporation and this law, with the contributions of the deceased being distributed among them.

When two or more heirs concur in the ownership of a contribution, all of them shall be considered members, and shall be required to subscribe the contributions that are compulsory at that time.

An heir who is not interested in joining the Cooperative may demand the settlement, without deductions, of the contributions due to them.

If the articles of association so provide, the status of associate, as well as their contributions, may be transferable upon death.

1. In the cases referred to in paragraphs three and four, the person acquiring the contributions shall not be obliged to pay admission fees for those received from a family member or a deceased.
2. The personal creditors of the member may not attach or enforce the capital contributions, without prejudice to the exercise of their rights to reimbursements, interest and returns to which the member may be entitled.

Article 61. Reimbursement of contributions.

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1. Voluntary contributions shall be reimbursed, after settlement, under the conditions established by the resolution approving their issue or conversion. Unless this resolution provided for a different scheme, voluntary contributions shall be reimbursed at the time when the withdrawal is to take effect.

Under no circumstances may deductions be made from voluntary contributions, nor may the deferment provided for in the previous point be applied to them.

Articles of Association of "CONSUM, S.COOP.V.".

Article 47.-Share capital: compulsory and voluntary contributions.

1. The share capital shall consist of members' contributions, whether compulsory or voluntary, and, where appropriate, of members' contributions, with the right to reimbursement in the event of cancellation, subject to the limitation established in Article 52.1, which shall be evidenced by means of non-negotiable registered securities or passbooks, in which the amounts paid up and outstanding shall be recorded, showing, where appropriate, any updates of the contributions, and any deductions from these in satisfaction of the losses imputed to the member. It may also be evidenced by a book entry, as determined by the Governing Council, but in this case a statement of account must be sent to the member at least once a year.

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1. Voluntary contributions: Without prejudice to the powers of the General Assembly referred to in Article 57-1 of the Law on Cooperatives of the Autonomous Community of Valencia, and as expressly established in these Articles of Association, the Governing Council may agree to admit voluntary contributions from members and associates, setting the conditions for subscription, remuneration and reimbursement, which may be different for each group. The resolution shall establish the maximum overall amount, the conditions and term of subscription, which may not exceed six months (6) from the date of the resolution, as well as the criteria for the variability of the conditions of remuneration, and may unify, if so established in the respective issue resolution or subsequent resolutions, the rate of remuneration for all the voluntary capital and for the said period. The voluntary contributions must be fully paid up at the time of subscription, and if the voluntary contributions provided for in the issue resolution are not subscribed in full, the share capital shall be deemed to be increased by the amount actually subscribed, unless the resolution has provided in such case that the issue shall be cancelled. The period for repayment to the shareholder of these contributions shall not be less than three years from the date of subscription, without prejudice to the transfer of such contributions in accordance with these Articles of Incorporation.

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Article 48.- Remuneration of the Share Capital: interest.

1. When the General Meeting (in the case of compulsory contributions) or the Governing Board (in the case of voluntary contributions) so determines, both compulsory and voluntary contributions shall entitle the holder to interest on the part actually paid up. If the competent body resolves to remunerate the contributions to share capital, the annual nominal rate may not exceed the maximum rate established by law at any given time. If the obligatory contributions are remunerated, the interest corresponding to them shall be payable by the member and effectively paid by the Cooperative at the Ordinary General Assembly at which the accounts for the financial year in respect of which they are paid are approved. In the case of Voluntary Contributions, the resolution of the Governing Board to issue them will determine whether or not there is any remuneration, the type of remuneration and other conditions applicable to them. In the case of Mandatory Contributions, in order for interest to be paid, there must be positive results or unrestricted reserves at least in the amount necessary to pay such interest. The contributions of those members whose repayment has been requested and which have been refused by the Governing Board because they exceed the statutory limit stipulated in Article 52-1, shall have a preferential right to receive the remuneration to be established.

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Article 52.-Reimbursement of contributions.

1. Subject to the limitation set out below, in the event of leaving the co-operative, the member is entitled to demand the reimbursement of his or her compulsory contributions, and voluntary contributions where applicable, as well as the corresponding part of any distributable voluntary reserves that may exist, in the event of leaving the co-operative. With the same limitation, members have the same right to demand the reimbursement of their voluntary contributions in the event of leaving the co-operative. When in any financial year the amount requested for reimbursement of contributions (both compulsory and voluntary) exceeds five percent (5%) of the total share capital at the close of that year, any new reimbursements requested in excess of that limit will be subject to the favourable agreement of the Governing Board. Any member who does not agree with the establishment or reduction of this percentage may cancel his or her subscription, which shall be considered justified.

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