Südzucker International Finance B. V. Südzucker AG ... - Xetra

TaxationThe following summary of certain Dutch and German taxation consequences is based on the lawsand practice in force as of the date of this Listing Prospectus and is subject to any changes in law andpractices (and the interpretation and application thereof) occurring after such date, which changescould be made on a retroactive basis. The following summary does not purport to be acomprehensive description of all the tax considerations that may be relevant to a decision to acquire,hold or dispose of the Bonds or to convert Bonds into shares, and does not purport to deal with thetax consequences applicable to all categories of investors, some of which (such as dealers insecurities) may be subject to special rules. This summary is of a general nature based on theunderstanding of the Issuer and the Guarantor of current law and practice. Save as otherwiseindicated, this summary only addresses the position of investors who do not have any connectionwith The Netherlands other than the holding of the Bonds. Investors should consult theirprofessional advisers on the possible tax consequences of their subscribing for, acquiring, holding,selling or redeeming Bonds or converting Bonds into Shares under the laws of their country ofcitizenship, residence, domicile or incorporation.The NetherlandsGeneralThis summary does not address the Netherlands tax consequences of residents of The Netherlands.Prospective investors should consult their professional advisers on the possible tax consequences oftheir subscribing for, acquiring, holding, selling or redeeming Bonds or converting Bonds into Sharesunder the laws of their country of citizenship, residence, domicile or incorporation.In addition, this summary does not address the Netherlands tax consequences of Bondholders, whohold a substantial interest (aanmerkelijk belang) within the meaning of section 4.3 of the Income TaxAct 2001 in the Issuer. In general a Bondholder, being a non-resident individual for purposes of theIncome Tax Act 2001 or non-resident tax payer for purposes of the Corporate Income Tax Act 1969, isconsidered to hold a substantial interest in the Issuer, if he, alone or together with his partner (asstatutory defined) or certain other related persons, directly or indirectly holds (1) an interest of atleast 5 percent of the total issued share capital of the Issuer or of at least 5 percent of the issuedshare capital of a certain class of shares of the Issuer, (ii) rights to obtain, directly or indirectly, suchinterest or (iii) certain profit sharing rights in the Issuer.Withholding taxAll payments of principal and/or interest or any other amounts payable under the Bonds can be madefree of Netherlands withholding tax.Corporate income tax and individual income taxA Bondholder that is not a resident of The Netherlands, nor deemed to be a resident, nor anindividual who has opted to be taxed as a resident of The Netherlands for Netherlands tax purposes,is not taxable in respect of income derived from the Bonds and capital gains realised upon thedisposal, transfer, alienation or redemption of the Bonds or the conversion of the Bonds into Sharesprovided that:(a) such Bondholder does not have an enterprise or an interest in an enterprise which, in whole or inpart, is carried on through a permanent establishment or a permanent representative in TheNetherlands and to which enterprise or part of an enterprise, as the case may be, the Bonds areattributable; and(b) the Bonds are not attributable to the assets of an enterprise that is effectively managed in TheNetherlands, with respect to which enterprise such Bondholder is entitled to a share in its profits,other than by way of securities or pursuant to the terms of an employment contract,69