VALLAURIS II CLO PLC - Irish Stock Exchange

proceeds from the disposition of the Notes. Backup withholding generally will not apply to
corporations, tax-exempt organizations, qualified pension and profit sharing trusts, and individual
retirement accounts. Backup withholding will apply to a U.S. Holder if the U.S. Holder fails to
provide certain identifying information (such as the U.S. Holder’s taxpayer identification number) or
otherwise comply with the applicable requirements of the backup withholding rules. The application
for exemption from backup withholding for a U.S. Holder is available by providing a properly
completed IRS Form W-9.
A non-U.S. Holder of the Notes generally will not be subject to these information reporting
requirements or backup withholding with respect to payments of interest or distributions on the
Notes if (1) it certifies to the Trustee its status as a non-U.S. Holder under penalties of perjury on
the appropriate IRS Form W-8, and (2) in the case of a non-U.S. Holder that is a ‘‘nonwithholding
foreign partnership’’, ‘‘foreign simple trust’’ or ‘‘foreign grantor trust’’ as defined in the applicable
Treasury regulations, the beneficial owners of such non-U.S. Holder also certify to the Trustee their
status as non-U.S. Holders under penalties of perjury on the appropriate IRS Form W-8.
The payments of the proceeds from the disposition of a Note by a non-U.S. Holder to or
through the U.S. office of a broker generally will not be subject to information reporting and backup
withholding if the non-U.S. Holder certifies its status as a non-U.S. Holder (and, if applicable, its
beneficial owners also certify their status as non-U.S. Holders) under penalties of perjury on the
appropriate IRS Form W-8, satisfies certain documentary evidence requirements for establishing that
it is a non-U.S. Holder or otherwise establishes an exemption. The payment of the proceeds from the
disposition of a Note by a non-U.S. Holder to or through a non-U.S. office of a non-U.S. broker
will not be subject to backup withholding or information reporting unless the non-U.S. broker has
certain specific types of relationships to the United States, in which case the treatment of such
payment for such purposes will be as described in the following sentence. The payment of proceeds
from the disposition of a Note by a non-U.S. Holder to or through a non-U.S. office of a U.S.
broker or to or through a non-U.S. broker with certain specific types of relationships to the United
States generally will not be subject to backup withholding but will be subject to information reporting
unless the non-U.S. Holder certifies its status as a non-U.S. Holder (and, if applicable, its beneficial
owners also certify their status as non-U.S. Holders) under penalties of perjury or the broker has
certain documentary evidence in its files as to the non-U.S. Holder’s foreign status and the broker
has no actual knowledge to the contrary.
Backup withholding is not an additional tax and may be refunded (or credited against the U.S.
Holder’s or non-U.S. Holder’s U.S. federal income tax liability, if any); provided that certain required
information is furnished to the IRS. The information reporting requirements may apply regardless of
whether withholding is required.
EU Directive on the Taxation of Savings Income
On 1 July 2005 a new EU directive regarding the taxation of savings income payments came
into effect. The directive obliges a Member State to provide to the tax authorities of another Member
State details of payments of interest or other similar income payments made by a person within its
jurisdiction for the immediate benefit of an individual or to certain non-corporate entities resident in
that other Member State (or for certain payments secured for their benefit). However, Austria,
Belgium and Luxembourg have opted out of the reporting requirements and are instead applying a
special withholding tax for a transitional period in relation to such payments of interest, deducting
tax at rates rising over time to 35 per cent. This transitional period commenced on 1 July 2005 and
will terminate at the end of the first fiscal year following agreement by certain non-EU countries to
the exchange of information relating to such payments.
Also with effect from 1 July 2005, a number of non-EU countries and certain dependent or
associated territories of Member States have adopted similar measures (either provision of information
or transitional withholding) in relation to payments of interest or other similar income payments
made by a person in that jurisdiction for the immediate benefit of an individual or to certain noncorporate
entities in any Member State. The Member States have entered into reciprocal provision of
information or transitional special withholding tax arrangements with certain of those dependent or
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