OCI Euro Fund I B.V. - Irish Stock Exchange

Where units to which the Investment Tax Act applies 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 surcharge thereon at a rate of 5.5 per cent.) not only of the gross amount of
interest paid, but in addition at the point of time the units are sold or redeemed by the Issuer also of the
aggregate amount of income deemed to have accrued to investors holding units which are subject to the
Investment Tax Act and not yet otherwise subject to taxation. In the case of an over-the-counter
transaction, such withholding tax is levied at the rate of 35 per cent. (plus solidarity surcharge thereon at
a rate of 5.5 per cent.).
Moreover, there is a risk that investments made by or on behalf of the Issuer qualify as units in foreign
investment funds (within the meaning of the Investment Tax Act) which do not satisfy the Minimum
Reporting Requirements and therefore qualify as "non-transparent" sub-funds. In this case the Issuer
may be deemed to have earned Assumed Profits from these investments according to the lump-sum
taxation provisions of section 6 of the Investment Tax Act and such Assumed Profits may accordingly be
attributed to investors holding Notes which are subject to the Investment Tax Act, resulting in adverse
tax and liquidity consequences for such investors.
Investors should be aware that there are a number of uncertainties regarding the interpretation of the tax
provisions contained in the Investment Tax Act (including those relating to the Minimum Reporting
Requirements). Prospective German investors in the Notes are urged to seek independent tax advice
and to consult their professional advisers as to the legal and tax consequences that may arise from the
application of the Investment Tax Act to the Notes and neither the Issuer nor any other party accepts
any responsibility in respect of the German tax position of the Notes or the holders of the Notes.
This section should be read in conjunction with the section entitled "Taxation in Germany — Investors
subject to the German Investment Tax Act".
2.17 Currency of Payments in respect of the Rule 144A Notes
Noteholders should be aware that interests in the Rule 144A Notes are held by a nominee for DTC and
all payments in respect of such Rule 144A Notes will be made in Dollars. A holder of an interest through
DTC in a Rule 144A Note may make an application to DTC to have payment or payments under such
Rule 144A Notes made in Euro.
2.18 Tax Treatment of Notes
Since the Issuer will be a passive foreign investment company, a U.S. person holding Class F
Subordinated Notes may be subject to additional taxes unless it elects to treat the Issuer as a qualified
electing fund and to recognise currently its proportionate share of the Issuer's income. In order to
comply with such election such U.S. Holder must receive certain information from the Issuer ("QEF
Information"). The Investment Manager (on behalf of the Issuer) will use reasonable endeavours to
provide the QEF Information if requested by a U.S. Holder. The Issuer shall take reasonable efforts to
procure the Collateral Administrator to produce (on behalf of the Issuer) any supplemental report
required in respect of the Collateral pursuant to the requirements of the German tax authorities to the
extent that such requirements apply to a German investor in the Notes. All reasonable expenses
incurred by the Investment Manager or the Collateral Administrator in supplying "tax information" for
Noteholders will be paid by the Issuer up to an amount of €17,500 per annum (such amount to include
all amounts in respect of fees and expenses incurred by the Investment Manager or the Issuer in the
same year in the preparation, provision or validation of data for purposes of all Noteholder tax
jurisdictions) as set out in the definition "Administration Expenses" (or such other higher amount as
reasonably determined by the Investment Manager). If such expenses exceed this limit, the Investment
Manager or as the case may be the Collateral Administrator will not be obliged to provide such
information unless and until it has been reimbursed upfront and in full by the relevant Noteholder for any
such excess. The Issuer is under no obligation to supply U.S. Holders with the QEF Information or
supplemental reports in respect of German tax requirements or incur costs above the limit permitted
above and as a result, the Issuer cannot ensure that such information will be made available (see "Tax
Considerations").
The Issuer also may be a controlled foreign corporation, in which case U.S. Persons holding Class F
Subordinated Notes could be subjected to different tax treatments. See "Income Tax Considerations"
below.
The Issuer intends to treat the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes,
and the Class E Notes, and the Trust Deed requires that holders agree to treat the Class A Notes, the
Class B Notes, the Class C Notes, the Class D Notes, and the Class E Notes, as debt of the Issuer for
U.S. Federal, state and local income and franchise tax purposes except (x) as otherwise required by
applicable law, (y) to the extent a holder makes a protective QEF election or (z) to the extent that a
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