EXANE FINANCE - Superfund

Agent will generally withhold tax at a rate of 30 % (plus 5.5 % solidarity surcharge thereon) from the
difference between proceeds from the redemption, sale or assignment and the issue or purchase price of
the Certificates if the Certificates have been kept in a custodial account with such Disbursing Agent since
the time of issuance or acquisition, respectively.
In general, no withholding tax will be levied if the Holder is an individual (i) whose Certificate does not
form part of the property of a German trade or business, and (ii) who filed a withholding exemption
certificate (Freistellungsauftrag) with the Disbursing Agent but only to the extent the interest income and
other taxable savings income does not exceed the maximum exemption amount shown on the withholding
exemption certificate. Similarly, no withholding tax will be deducted if the Holder has submitted to the
Disbursing Agent a certificate of non-assessment (Nichtveranlagungsbescheinigung) issued by the
relevant local tax office.
Withholding tax and solidarity surcharge thereon are credited as prepayments against the German
personal income or corporate income tax and the solidarity surcharge liability of the German tax resident
person. If the tax withheld exceeds the tax liability, the difference will be refunded to a German tax
resident Holder within the tax assessment procedure.
� Non-resident Persons
Persons, who are not tax resident in Germany, are not subject to tax with regard to the interest payments,
including Accrued Interest and (in case of financial innovations) the Issue Discount, under the
Certificates, unless (i) the Certificates are held as business assets of a German permanent establishment
(including a permanent representative) which is maintained by the Holder or (ii) the income under the
Certificates qualifies as taxable German source income for other reasons (e.g. as income from letting and
leasing of property located in Germany). If a non-resident person is subject to tax with its income earned
under the Certificates, in principle, similar rules are applicable as set out above with regard to German tax
resident persons.
Non-resident persons generally do not suffer German withholding tax and solidarity surcharge thereon. If,
however, the interest is subject to German tax as set out in the preceding paragraph and the Certificates
are held in a custody account with a Disbursing Agent, German withholding tax is applied like in case of a
German tax resident person.
12. Holder’s representations
By purchasing the Certificates, each Holder represents:
(a) it has sufficient knowledge and experience and has taken such professional advice and has
independently obtained such information as it thinks necessary to make its own evaluation of the
merits and risks involved in purchasing the Certificates and in making an investment of this type;
(b) it understands that the Final Settlement Amount and the Optional Settlement Amount will be
dependent upon the performance of the Underlying(s) (as defined in Part B), which contains
substantial credit and interest rate risks;
(c) it understands and agrees that the Issue Price may include an amount related to hedging
arrangements entered into by the Issuer and a member of its group and the Certificates may be resold
in the future at prices which may be greater or less than such price;
(d) it understands that since the entity acting as Calculation Agent is the Guarantor, potential conflicts
of interest may exist between the Guarantor in its capacity as the Calculation Agent, on the one
hand, and the Holders on the other; and
(e) it acknowledges that, in acting hereunder, the Calculation Agent is acting as agent of the Issuer and
such entity shall not thereby assume any obligations towards or relationship of agency or trust for
or with the Holders.
REF.: 473337 / 2548-01
10