Promotional communication

Prospectus

Supplement 1

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 ;
• Circles Group's tax insurance and its reinsurers at the time refused to confirm coverage for claims resulting from the non-issuance of certificates for the productions Night at the Opera and Best of Musicals, as described in section 2.1.1. Shelter Prod has initiated legal proceedings against the insurers to have the Night at the Opera dispute resolved in court if necessary. Given the express confirmation by AXA and HDI that they are the insurers in this matter, Shelter Prod has withdrawn its claim against Circles Group without prejudice. BCOH has joined the case and fully supports Shelter Prod’s position. According to BCOH, AXA and HDI are obligated to cover this claim. The legal proceedings are ongoing. A similar legal action may be initiated for Best of Musicals. This situation illustrates the risk of insurer non-intervention as outlined in section 2.1.2. For commercial reasons, Shelter Prod has decided to advance indemnities to investors for these projects, subrogating itself in their rights without waiting for the outcome of the ongoing proceedings;
• As of June 2, 2025, the ratio between Tax Shelter funds raised and still awaiting certification and the equity of the Offeror as of December 31, 2024, stands at 46.79. This means that the Offeror’s equity covers only 2.14% of the amounts raised that have not yet been audited by the Tax Shelter Unit. This includes the full assumption of potential indemnities for Night at the Opera and Best of Musicals, amounting to €1,854,817;
• 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 2025, the potential gain amounts to 13.44%). 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 (-7.61%) ;
• 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 2025 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 ;
• 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.