Additional information
each as available on the date hereof, and (2) the
representations and covenants of the Depositary and the
assumption that each obligation in the Deposit Agreement
and any related agreement will be performed in accordance
with its terms. All of the foregoing are subject to change,
which change could apply retroactively and could affect the
tax consequences described below.
For purposes of this summary, a "U.S. Holder" is a
beneficial owner of our common shares or ADSs that, for
U.S. federal income tax purposes, is: (1) a citizen or
resident of the U.S., (2) a partnership or corporation created
or organized in or under the laws of the U.S. or any state
thereof (including Washington D.C.), (3) an estate, the
income of which is subject to U.S. federal income taxation
regardless of its source or (4) a trust if such trust validly
elects to be treated as a U.S. person for U.S. federal income
tax purposes or if (a) a court within the U.S. is able to
exercise primary supervision over its administration and (b)
one or more U.S. persons have the authority to control all of
the substantial decisions of the trust. A "Non-U.S. Holder"
is a beneficial owner of our common shares or ADSs that is
not a U.S. Holder.
If a partnership (or any other entity treated as a partnership
for U.S. federal income tax purposes) holds our common
shares or ADSs, the tax treatment of such partnership and a
partner in such partnership generally will depend on the
status of the partner and the activities of the partnership.
Such a partnership or partner should consult its own tax
advisor as to its consequences.
Each prospective purchaser should consult his/her own tax
advisor with respect to the U.S. federal, state, local and
foreign tax consequences of acquiring, owning or disposing
of our common shares or ADSs.
Ownership of ADSs in general
For U.S. federal income tax purposes, a holder of ADSs
generally will be treated as the owner of the common shares
represented by such ADSs.
The U.S. Treasury Department has expressed concern that
depositaries for ADSs, or other intermediaries between the
holders of shares of an issuer and the issuer, may be taking
actions that are inconsistent with the claiming of U.S.
foreign tax credits by U.S. Holders of such receipts or
shares. Accordingly, the analysis regarding the availability of
a U.S. foreign tax credit for Dutch taxes and sourcing rules
described below could be affected by future actions that
may be taken by the U.S. Treasury Department.
Distributions
The gross amount of any distribution we make of cash or
property (other than certain distributions, if any, of common
shares distributed pro rata to all our shareholders, including
holders of ADSs) with respect to common shares or ADSs,
before reduction for any Dutch taxes withheld therefrom,
will be includible in income by a U.S. Holder as dividend
income to the extent such distributions are paid out of our
current or accumulated earnings and profits as determined
under U.S. federal income tax principles. Non-corporate
U.S. Holders may be taxed on any such dividends received
in a taxable year beginning on or before December 31, 2008
at the lower tax rate applicable to long-term capital gains
(i.e. gains from the sale of capital assets held for more than
one year).
In order to qualify for the preferential rate of taxation,
certain requirements must be met, including certain holding
period requirements and the absence of certain risk
reduction transactions with respect to the common shares or
ADSs. However, such dividends will not be eligible for the
dividends received deduction generally allowed to corporate
U.S. Holders. To the extent, if any, that the amount of any
distribution we make exceeds our current and accumulated
earnings and profits as determined under U.S. federal
income tax principles, it will be treated first as a tax-free
return of the U.S. Holder's adjusted tax basis in the
common shares or ADSs and thereafter as capital gain. We
do not maintain calculations of our earnings and profits
under U.S. federal income tax principles.
Any such dividend paid in euros will be included in the
gross income of a U.S. Holder in an amount equal to the
U.S. dollar value of the euros on the date of receipt, which
in the case of ADSs, is the date they are received by the
depositary. The amount of any distribution of property other
than cash will be the fair market value of such property on
the date of distribution.
A U.S. Holder may elect to deduct in computing his/her
taxable income or, subject to certain complex limitations on
foreign tax credits generally, credit against its U.S. federal
income tax liability Dutch withholding tax at the rate
applicable to such U.S. Holder. As discussed under "Dutch
Taxation for Non-Resident ADSs, Common and/or Preferred
Shareholders - Withholding Tax" above in this Item 10
under the Treaty, dividends paid by us to a U.S. Holder
generally will be subject to a Dutch withholding tax rate of
15%. Such reduced rate of withholding will apply only if
such U.S. Holder is treated as a resident of the U.S. for
purposes of such Treaty and otherwise is entitled to the
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