The following is a summary of the Dutch tax levying system with regard to the holding of
shares. This summary does not profess to constitute an exhaustive description of all fiscal
considerations which play a role or can play a role with respect to or as a result of the
holding of shares.
The following summary does not consider the fiscal consequences of holding shares for
holders of shares which are (or could be) governed by a specific fiscal regime, such as
fiscal investment companies.
'Shareholder' shall in the context of this summary (unless otherwise stated) be taken to
mean a Shareholder not holding a substantial interest in the Company. In general, a
substantial interest is considered to be held by a natural person when he or she together
with his or her spouse holds a direct or indirect participating interest of 5% or more in the
issued share capital of the company. An option to obtain at least 5% of the shares or a
certificate that gives right to at least 5% of the profits also qualifies as a substantial
interest. In this context, the term 'spouse' shall be taken to extend to any partner with
whom the taxpayer concerned has concluded a joint household for an uninterrupted
period of at least six months during a single calendar year, and who is registered as a
resident at the same address as the tax payer concerned. Holders of ordinary shares who
do not hold a substantial interest themselves also come under the substantial interest
regime if their spouse and/or first degree relatives and in-laws directly related to them do
hold a substantial interest.
This summary is based on legislation, jurisprudence and other regulations in force on 6
March 1998, without prejudice to any amendments introduced at a later date and
implemented with a possible retroactive effect. No conclusions may be drawn from the
following summary as regards topics which have not been included in this summary.
Interested investors are advised to consult the fiscal consequences of holding shares with
their own tax consultant.
Dividends and other income from shares as defined in the Netherlands Dividend Tax Act
1965 (hereafter: 'income from shares') paid out by the public limited liability company are
in principle liable to 25% Dutch dividend tax. The amount of dividend tax is withheld from
the total dividend and paid to the Tax Authorities by the Company. Levying of dividend tax
can under certain circumstances be exempted with regard to the income from shares
which for the person entitled to the income forms a benefit resulting from a participation
as defined in article 13 of the Corporation Tax Act 1969. Levying of dividend tax can also
be exempted with regard to dividends in shares charged against a tax-exempt share
If the shareholder is not resident in the Netherlands, and a double taxation convention is
in force between the Netherlands and his/her country of residence, the shareholder,
depending on the provisions of such convention, may qualify for (partial) exemption or
refunding of Dutch dividend tax.
If the shareholder is a natural person residing in or deemed to reside in the Netherlands,
the dividend tax withheld will usually be set off against income tax to be paid in the
Netherlands by this person.
If the shareholder is an entity or other body subject to Dutch corporation tax and residing
in or deemed to reside in the Netherlands, the dividend tax withheld will usually be set off
against corporation tax to be paid in the Netherlands by this entity or body If the holder
of Shares is entitled to tax exemption as a result of a participation as defined in Article 13