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

shareholding will only be deductible to the extent they exceed the amount of dividends receivedduring the tax year. Dividends are also subject to 20% withholding tax plus 5.5% solidarity surcharge(in total 21.1 %), which will be credited or refunded to the shareholder.Taxation of Capital GainsHalf of the capital gains from the disposal of the Shares received in exchange for the Bonds by anindividual as shareholder are taxable, if(i) the Shares are held as business assets of a trade or business,(ii) the Shares are sold within one year after the exchange, except if the aggregate amount of gainearned during the calendar year from sales of privately-held assets having occurred within theapplicable short-term holding period is less than 5 512, or(iii) the Bondholder (or, in the case of a transfer without consideration, his or her predecessor) at anytime during the five years preceding the disposition held an interest (including, among otherthings, shares and convertible bonds or convertible notes) representing 1% or more of theissued share capital of Südzucker AG Mannheim/Ochsenfurt. For corporate shareholders capitalgains from the disposal of the Shares are in general tax-free.If and to the extent that capital gains would be tax-free, losses are also not deductible. Losses fromthe sale of the Shares held as personal (non-business) assets within the one-year period can only beset off against certain capital gains realized in the same year, the preceding year and the subsequentyears.Taxation of the Shares received in Conversion of the Bonds (Shareholders not resident in Germany)Dividend taxationDividend income received by a non-resident shareholder who does not hold the Shares as businessassets of a permanent establishment or a fixed base in Germany is subject to withholding tax (plussolidarity surcharge thereon) only. The rate is the same as applicable to resident shareholders, unlessa tax treaty reduces the withholding to a lower rate. The difference between the withholding taxincluding solidarity surcharge which was levied and the maximum rate of withholding tax permittedby an applicable tax treaty is refunded to the shareholder by the German Federal Tax Office uponapplication.Taxation of Capital GainsCapital gains from the disposition of the Shares are only subject to German tax as described aboveunder “Shareholders resident in Germany” if:(i) such shareholder (or, in the case of the transfer without consideration, his or her predecessor) atany time during the five years preceding the disposition, directly or indirectly, held an interest(including, among other things, shares and convertible bonds or convertible notes) of 1% ormore in the issued share capital of Südzucker AG Mannheim/Ochsenfurt or(ii) if the Shares were held as assets of a permanent establishment or fixed base in Germany.Most tax treaties to which Germany is a party provide for a complete exemption from Germantaxation in the case of (i).Inheritance and Gift TaxUnder German law, the transfer of the Bonds or of the Shares will be subject to German inheritanceor gift tax on a transfer by reason of death or as a gift if at the time of the transfer of the assets:73