Promotional communication

Prospectus

Investors’ attention is particularly drawn to the following points:

• The proposed investment entails certain risks, notably the risk of the investor not obtaining the Tax Break, which is the leading risk, with the primary consequence of total or partial loss of the amount invested, should the guarantee mechanisms prove inoperative ;
• The risk of non-intervention by the insurer, as described in Section 2.1.2, materialised when reinsurers AXA and HDI refused to confirm coverage of claims arising from the non-issuance of Tax Shelter Certificates in relation to Night at the Opera and Best of Musicals, as described in Section 2.1.1. For commercial reasons, Shelter Prod elected to advance these indemnity payments to the investors in the relevant projects and thereby became subrogated to their rights, without awaiting the outcome of the ongoing discussions and proceedings;
• The ratio between Tax Shelter funds raised and awaiting certification as at 4 May 2026 and the Offeror’s equity as at 31 December 2025 is 42.9. This means that the Offeror’s equity covers 2.33% of the amounts raised that have not yet been reviewed by the Tax Shelter Unit ;
• This Offer is exclusively intended for legal entities that may benefit from the tax exemption regime for taxable profits granted by Articles 194ter, 194ter/1 and 194 ter/3 of the Income Tax Code 1992 (hereinafter referred to as the CIR 1992) ;
• The proposed investment is primarily targeted at corporate entities subject in Belgium to corporation tax or non-resident tax (companies) at the ordinary tax rate (for a rate of 25% applicable in 2026, the potential gain amounts to 12.77%). Should the legal entity concerned be taxed at a different rate, particularly the rate of 20% applicable to small companies for the first € 100 000 of the taxable base, the investor's return will be negative, including the non-guaranteed financial return (-8.28%) ;
• Moreover, potential gains also vary according to the date and duration of the investment. The potential gain is calculated on the assumption that (i) a payment is made before 1 July 2026 and will have to be recalculated if the payment is made after this date based on the Euribor rate applicable thereafter and (ii) the term of the investment is 18 months, with a lower gain if the term is less than 18 months ;
• A VAT reassessment amounting to €2,853,561.28, relating to the VAT applied to the 10% commissions invoiced by Taxshelter.be to Shelter Prod, is being contested and remains under discussion with the Belgian Federal Public Service Finance (FPS Finance), as described in Section 2.2.3 ;
• The investment is a payment of funds with no repayment at term. The investment does not constitute a shareholding in the capital of the Offeror or of Shelter Prod but rather an obligation to transfer a certain amount to obtain a Tax Shelter Certificate linked to an eligible work which, under certain conditions, entitles the Offeror to a Tax Break. In return for the investment, the Offeror will agree to pay a Financial Return (not assured or guaranteed but subject to a contractual commitment) and comply with its obligations described in the prospectus to enable the investor to obtain the Tax Shelter Certificate and associated tax benefit ;
• Investors are requested to read the Prospectus before making an investment decision to take note of the potential risks and benefits associated with the decision to invest by subscribing to Taxshelter.be ;
• The approval of this Prospectus should not be considered as a favourable opinion on the investment instruments offered.