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

(c) and in addition for individuals only, such Bondholder does not derive income and/or capital gainsin respect of the Bonds that, on that basis of the Income Tax Act 2001 of The Netherlands, areregarded as “taxable income from one or more activities performed in The Netherlands not beingactivities that generate taxable profit or taxable wages” (belastbaar resultaat uit overigewerkzaamheden in Nederland).Gift, estate and inheritance taxesNo gift, estate or inheritance taxes will arise in The Netherlands with respect to an acquisition ofBonds by way of a gift by, or on the death of, a Bondholder who is neither resident nor deemed to beresident in The Netherlands, unless:(a) such Bondholder at the time of the gift has or at the time of such Bondholder’s death had anenterprise or an interest in an enterprise that is or was, in whole or in part, carried on through apermanent establishment or through a permanent representative in The Netherlands, and towhich enterprise or part of an enterprise, as the case may be, the Bonds are or were attributable;(b) the Bonds are or were attributable to the assets of an enterprise that is or was effectively managedin The Netherlands, and the giver is at the time of the gift or the deceased was at the time of his/her death entitled to a share in the profits of that enterprise other than by way of securities orpursuant to the terms of an employment contract; or(c) in the case of a gift of Bonds by an individual who at the date of gift was neither resident nordeemed to be resident in The Netherlands, such individual dies within 180 days after the date ofthe gift, while being resident or deemed to be resident in The Netherlands.Other taxes and dutiesNo registration, stamp, transfer or turnover taxes or other similar duties or taxes are payable in TheNetherlands in respect of the offering and issue or any transfer of Bonds or the conversion of theBonds into Shares.ResidenceA Bondholder will not become resident, or deemed to be resident, of The Netherlands by reason onlyof the holding of a Bond or the execution, performance delivery and/or enforcement of the Bonds.Federal Republic of GermanyAlthough the Bonds qualify as convertible notes (Wandelanleihen) pursuant to section 221paragraph 1 German Stock Corporation Act for corporate law purposes, there is no clear guidancewhether the Bonds also qualify as convertible notes for German tax purposes. In light of the recentchange of section 20 paragraph 2 no. 4 of the German Income Tax Act, it can, therefore, not beexcluded that the German tax authorities will qualify the Bonds as financial innovations. TheGerman tax consequences in this case are included in the following description.Taxation of the Bonds (Bondholders resident in Germany)Interest PaymentsIndividual or corporate Bondholders who are resident in the Federal Republic of Germany(individuals or entities whose residence, customary place of abode, statutory seat, head office orplace of effective management or control is located in the Federal Republic of Germany) are subjectto German personal or corporate income tax and solidarity surcharge thereon with any interestpayment received on the Bonds. Such interest is also subject to trade tax if the Bonds are part of theassets of a German trade or business. As the Bonds are not issued by a German resident issuer theinterest payments should not be subject to German withholding tax on interest from convertible70