Gresham Capital CLO IV B.V. - Irish Stock Exchange

(all such Noteholders, together, the “Noteholders Subject to the Investment Tax Act”).
Such application of the Investment Tax Act would have an adverse impact on the tax position of such
Noteholders as the Issuer has made no arrangements to comply with certain reporting requirements under the
Investment Tax Act (the “Investment Tax Act Reporting Requirements”). Consequently, any Noteholders
Subject to the Investment Tax Act holding such Notes will in principle be subject to the adverse lump-sum
taxation provisions of section 6 of the Investment Tax Act. In this case annually, the higher of (i) distributions
on such Notes, the interim profit (Zwischengewinn) and 70 per cent. of the annual increase in the market price of
such Notes and (ii) 6 per cent. of the market price at the end of every calendar year (“Assumed Profits”) would
be taxed.
Furthermore, in such case, withholding tax may be levied not only on the gross amount of payments
received by the Noteholders Subject to the Investment Tax Act, but also on the aggregate amount of Assumed
Profits.
Capital gains on the sale or partial or final redemption of the Notes are subject to income tax or corporate
income tax and, as the case may be, trade tax in Germany.
If the Investment Tax Act applies, Noteholders will also be subject to tax in Germany on the interim profit
(Zwischengewinn) upon redemption or disposal of the Notes. The interim profit represents, for example, interest
accrued or received by an investment fund (within the meaning of the Investment Tax Act) but not yet
distributed or attributed to the investors in the fund. The Issuer will not calculate and publish the interim profits.
As a consequence, investors holding the Notes Subject to the Investment Tax Act will upon redemption or
disposal of the Notes be subject to a special lump sum taxation, i.e. up to 6 per cent. of the consideration for the
redemption or disposal of the Notes will be treated as taxable deemed interim profits.
Where Notes to which the Investment Tax Act would apply are kept in a custodial account maintained with
a German Disbursing Agent, such German Disbursing Agent would be required to withhold tax at a rate of 30
per cent. (plus solidarity charge thereon at a rate of 5.5 per cent.) not only of the gross amount of interest paid,
but also on the aggregate amount of income deemed to have accrued to the holder of the Notes which are subject
to the Investment Tax Act, i.e. on the Assumed Profits and not yet otherwise subject to taxation. In the case of
over-the-counter transactions (Tafelgeschäft), the withholding tax will be levied on the Assumed Profits at a rate
of 35 per cent. (plus 5.5 per cent. solidarity surcharge thereon). This is also applicable with respect to interim
profits.
German Investors in Notes not falling within the Scope of the German Investment Tax Act
Payments of interest on Notes not falling within the scope of the German Investment Tax Act (“Interest”)
are subject to tax in Germany if paid to a Noteholder who:
(a) is resident in Germany for German tax purposes; or
(b) is not resident in Germany for German tax purposes but holds the Notes through a permanent
establishment (or a permanent representative) in Germany (each such investor, a “German Investor”)
Interest paid to a German Investor is subject to income tax or corporate income tax (in each case plus
solidarity surcharge thereon at a rate of 5.5 per cent.) and, as the case may be, trade tax in Germany.
Interest paid to a German Investor is subject to withholding tax if:
(a) the German Investor keeps the Notes in a custodial account with a German Disbursing Agent; or
(b) if the Notes are physically presented at the office of a German Disbursing Agent (an “over-thecounter-transaction”
(Tafelgeschäft)).
If such withholding tax is due, such withholding tax will be deducted at a rate of 30 per cent. or, in the case
of an over-the-counter-transaction, at a rate of 35 per cent. (in each case plus solidarity surcharge thereon at a
rate of 5.5 per cent.). Such withholding tax is credited against the income tax and corporate income tax liability,
respectively, of the German Investors or, as the case may be, refunded.
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