Additional information
TAXATION
Dutch taxation
The following is a summary of material tax consequences
in the Netherlands of the acquisition, ownership and
disposition of our ADSs, our common shares and cumulative
preferred financing shares under current Dutch law. This
summary does not, however, discuss every aspect of such
taxation that may be relevant to a particular taxpayer under
special circumstances or who is subject to special treatment
under applicable law, nor does it address the income taxes
imposed by any political subdivision of the Netherlands or
any tax imposed by any other jurisdiction. The laws upon
which such discussion is based are subject to change,
possibly with retroactive effect. Each holder and prospective
investor should consult his or her own tax advisor with
respect to the tax consequences of acquiring, owning and
disposing of ADSs and/or common shares and/or cumulative
preferred financing shares.
General
Holders of ADSs will be treated as the beneficial owners of
our common shares represented by such ADSs. An ADS will,
in general, for Dutch tax purposes, be identified with a share
in Ahold.
Dutch Taxation for Non-Resident ADS and/or Common
Shareholders - Withholding Tax
The following is a summary of the material Dutch tax
consequences for an owner of our ADSs, common shares
and/or cumulative preferred financing shares who is not, or
is not deemed to be, or who has not opted to be taxed as a
resident of the Netherlands for the purpose of the relevant
Dutch tax law provisions.
Withholding tax
Dividends distributed by us are generally subject to a
withholding tax imposed by the Netherlands at a rate of
25%. The expression "dividends distributed by us" as used
herein includes, but is not limited to: (i) distributions in
cash or in kind, deemed and constructive distributions and
repayments of paid-in capital, which capital is not
recognized as such for Dutch dividend withholding tax
purposes; (ii) liquidation proceeds, proceeds from the
redemption of ADSs, common shares and/or cumulative
preferred financing shares or, as a rule, consideration for the
repurchase by us of our ADSs and/or common shares and/or
cumulative preferred financing shares in excess of the
average paid-in capital which capital is recognized as such
for Dutch dividend withholding tax purposes; (iii) the par
value of ADSs and/or common shares and/or cumulative
preferred financing shares issued to a holder of ADSs,
common shares and/or cumulative preferred financing
shares or an increase of the par value of ADSs, common
shares and/or cumulative preferred financing shares, as the
case may be, to the extent that it does not appear that a
contribution, recognized for Dutch dividend withholding tax
purposes, has been made and (iv) partial repayment of paid-
in capital, which is recognized as such for Dutch dividend
withholding tax purposes, if and to the extent that there are
net profits (zuivere winst), unless the General Meeting of
Shareholders has resolved in advance to make such
repayment and provided that the par value of the ADSs and/
or common shares and/or cumulative preferred financing
shares concerned has been reduced by an equal amount
by way of an amendment to the Articles of Association.
If a holder of ADSs, common shares and/or cumulative
preferred financing shares is resident in a country other than
the Netherlands and if a double taxation convention is in
effect between the Netherlands and such country, such
holder of ADSs, common shares and/or cumulative preferred
financing shares may, depending on the terms of such
double taxation convention, be eligible for a full or partial
exemption from, or refund of, Dutch dividend withholding
tax.
Under the double taxation convention in effect between the
Netherlands and the U.S. (the "Treaty"), dividends paid by
us to a resident of the U.S. (other than an exempt
organization or exempt pension organization) are generally
eligible for a reduction of the 25% Dutch withholding tax to
15%, or in the case of certain U.S. corporate ADS and/or
common share and/or cumulative preferred financing share
holders owning at least 10% of our voting power, a
reduction to 5%, unless the ADSs and/or common and/or
cumulative preferred financing shares held by such resident
are attributable to a business or part of a business that is,
in whole or in part, carried on through a permanent
establishment or a permanent representative in the
Netherlands. The Treaty provides for a complete exemption
for dividends received by exempt pension organizations and
exempt organizations, as defined therein. Except in the case
of exempt organizations, the reduced dividend withholding
tax rate can be applied immediately upon payment of the
dividends, provided that the proper forms (IB92 U.S.A. or
IB95 U.S.A.) have been filed in advance of the payment.
Qualifying U.S. exempt organizations must seek a full
refund of the tax withheld by filing the proper forms. A
holder of ADSs, common and/or cumulative preferred
financing shares other than an individual will not be eligible
for the benefits of the Treaty if such holder of ADSs and/or
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