Additional information
(v) such holder does not have a substantial interest or a
deemed substantial interest in Ahold or, if such holder
does have such an interest, it forms part of the assets of
an enterprise, not being a Dutch enterprise as mentioned
under ii or iii.
Generally, a holder of ADSs and/or common and/or
cumulative preferred financing shares will not have a
substantial interest if he/she or his/her partner, certain other
relatives (including foster children) or certain persons
sharing his/her household, do not hold, alone or together,
whether directly or indirectly, the ownership of, or certain
other rights over, shares and/or ADSs representing 5% or
more of our total issued and outstanding capital (or the
issued and outstanding capital of any class of shares), or
rights to acquire ADSs and/or shares, whether or not already
issued, that represent at any time (and from time to time)
5% or more of our total issued and outstanding capital (or
the issued and outstanding capital of any class of shares), or
the ownership of certain profit participating certificates that
relate to 5% or more of our annual profit and/or 5% or more
of our liquidation proceeds. A deemed substantial interest is
present if (part of) a substantial interest has been disposed
of, or is deemed to have been disposed of, in a transaction
where taxation was deferred, and the remaining shares do
not qualify as a substantial interest as described above.
Gift, estate and inheritance taxes
No gift, estate or inheritance taxes will arise in the
Netherlands with respect to an acquisition of ADSs,
common and/or cumulative preferred financing shares by
way of a gift by, or on the death of, a holder of ADSs and/or
common and/or cumulative preferred financing shares who
is neither resident nor deemed to be a resident of the
Netherlands, unless: (i) the holder on the date of the gift
has, or on the date of his/her death had, an enterprise or an
interest in an enterprise that is or was, in whole or in part,
carried on through a permanent establishment or a
permanent representative in the Netherlands and to which
enterprise or part of such enterprise, as the case may be,
the ADSs, common and/or cumulative preferred financing
shares are or were attributable; or (ii) in the case of a gift of
ADSs, common and/or cumulative preferred financing shares
by an individual such individual dies within 180 days
following the date of the gift, while being, at the moment
of his or her death, a resident or deemed resident of the
Netherlands.
For purposes of Dutch gift, estate and inheritance tax, an
individual who holds the Dutch nationality will be deemed to
be resident in the Netherlands if he/she has been resident in
the Netherlands at any time during the ten years preceding
the date of the gift or his/her death. For purposes of Dutch
gift and inheritance tax, an individual not holding the Dutch
nationality will be deemed to be resident in the Netherlands
if he/she has been resident in the Netherlands at any time
during the twelve months preceding the date of the gift or
inheritance.
Other Dutch taxes and duties
No registration tax, transfer tax, stamp duty or any other
similar documentary tax or duty will be payable in the
Netherlands in respect of or in connection with holding
ADSs and/or common and/or cumulative preferred financing
shares.
Dutch Taxation for Resident ADS and/or Common
Shareholders - Withholding Tax
The following discussion is intended only for the following
ADS and/or common and/or cumulative preferred financing
shareholders or investors:
individuals who are a resident or deemed to be a resident
in the Netherlands for tax purposes or who have opted to
be taxed as a resident in the Netherlands, excluding (i)
individuals who invest in ADSs and/or common and/or
cumulative preferred financing shares that form part of a
substantial interest or a deemed substantial interest in
Ahold or (ii) individuals who are, or are deemed to be,
Ahold's employees, director or board members or
individuals who are, or are deemed to be, employees,
directors, board members of companies related to us (the
"Dutch Individuals"); and
corporate entities, which term includes associations which
are taxable as corporate entities, that are resident or
deemed to be resident in the Netherlands for tax
purposes, excluding corporate entities that are (i) not
subject to Dutch corporate income tax, (ii) exempt from
such corporate income tax, including but not limited to
pension funds (pensioenfondsen) as defined under
Dutch law or (iii) investment institutions (beleggings
instellingen) as defined under Dutch law.
Individual and corporate income tax
Dutch individuals not engaged in an enterprise
A Dutch individual (i) who holds ADSs and/or common and/
or cumulative preferred financing shares that are not
attributable to an enterprise of which such a Dutch
individual derives a share of the profit, whether as an
entrepreneur (ondernemer) or pursuant to a co-entitlement
to the net worth of such enterprise other than as an
entrepreneur or an ADS and/or shareholder, (ii) who is not
performing other activities (werkzaamheid) in respect of the
230
