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

notes (Kapitalertragsteuer auf Zinsen aus Wandelanleihen). However, if the Bonds are kept oradministered in a domestic securities deposit account by a German financial or financial serviceinstitution (“Disbursing Agent”), which term includes a German branch of a foreign financial orfinancial service institution but excludes a foreign branch of a German financial or financial serviceinstitution, (“German Administered Bonds”) a 30% withholding tax on interest payments plus a5.5% solidarity surcharge thereon will be levied on interest payments, resulting in a totalwithholding tax charge of 31.65%. Such withholding tax and solidarity surcharge thereon arecredited against the German personal or corporate income tax and the respective solidaritysurcharge of the Bondholder and any excess amount refunded to the Bondholder.Sale or Redemption of the BondsIf the Bonds are sold or redeemed during a current interest period, the accrued interest received aspart of the purchase price will be subject to personal or corporate income tax and solidarity surchargethereon as well as to trade tax, where applicable. Accrued interest paid by a purchaser as part of thepurchase price for the Bonds can be deducted from the personal or corporate income tax base. Thecapital gains received on the sale or redemption of the Bonds are only taxable if:(i) the Bonds are disposed of within one year after their acquisition, except if the aggregate amountof gain earned during the calendar year from sales of privately-held assets having occurredwithin the applicable short-term holding period is less than 5 512, or(ii) the Bondholder (or, in the case of a transfer without consideration, his or her predecessor) at anytime during the five years preceding the sale or redemption held an interest (including, amongother things, shares and convertible bonds or convertible notes) of at least 1% in the issuedshare capital of Südzucker AG Mannheim/Ochsenfurt or(iii) the Bonds are held as business assets of a German trade or business of the Bondholder in whichcase the capital gains may also be subject to trade tax.However, after the amendment of the Income Tax Act by the Tax Amendment Act, it cannot beentirely excluded that the tax authorities will qualify the Bonds as financial innovations in which caseany positive difference between the purchase price paid by the Bondholder for the Bonds and theproceeds received by the Bondholder from the sale or redemption is subject to income tax plussolidarity surcharge thereon as well as trade tax, where applicable, as additional deemed interest.If the Bonds are German Administered Bonds the Disbursing Agent will be required to withhold tax(Zinsabschlagsteuer) on accrued interest included in the sale price at a rate of 30 % (plus solidaritysurcharge at a rate of 5.5% thereon), resulting in a total tax charge of 31.65%. If the accrued interestis separately invoiced, the tax base is the invoiced interest. If the accrued interest is not separatelyinvoiced and the Bonds were held in the same securities deposit account of the seller since the dateof their acquisition by the seller, the tax base is the difference between the sales or redemptionproceeds and the issue or purchase price of the Bonds. If the accrued interest is not separatelyinvoiced and theBonds are sold after a transfer from one securities deposit account to another securities depositaccount kept at a different bank, the basis for the withholding tax and the solidarity surcharge onaccrued interest will be the amount of 30% of the sales price.Exercise of Conversion RightAccording to administrative guidance the conversion of the Bonds into Shares in case of aconvertible note (Wandelanleihe) does not give rise to a taxable capital gain for purposes of personalor corporate income tax or trade tax. The purchase price for the Bonds is carried over as acquisitioncosts for the Shares.However, it cannot be excluded entirely that the German tax authorities will qualify the Bonds asfinancial innovations. In that case, the conversion may be treated as a disposal of the Bonds for taxpurposes and the difference between the purchase price paid by the Bondholder for the Bonds and, inprinciple, the fair market value of the Shares at the time of the exchange of the Shares is also subject71