Under certain circumstances, Ahold may be entitled to a
credit against the amount of dividend withheld before
remittance to theDutch tax authorities The credit amounts
to 3 percent of the gross amount of any dividend paid on the
ADSs and/or common shares from which the Dutch
withholding tax is withheld, however cannot exceed
3 percent of the gross dividends received from Ahold's
qualifying foreign affiliates during the calendar year until the
withholding date and the two previous calendar years.
Dividend distributions by foreign qualifying affiliates that
have been taken into account in the determination of a
previous credit is excluded for the calculation of the current
credit. The credit is not paid out to holders of ADSs, common
shares and/or preferred financing shares, but remains with
Ahold instead. For dividends paid on or after January 1,
1995 the United States Tax Authority may take the position
that the Dutch withholding tax eligible for credit should be
limited accordingly.
Taxes on income and capital gains
A holder of ADSs, common and/or cumulative preferred
financing shares will not be subject to any Dutch taxes on
income or capital gains in respect of dividends distributed
by Ahold or in respect of any gain realized on the disposal of
ADSs and/or common and/or cumulative preferred financing
shares (other than the withholding tax described above),
provided that: (i) such holder is neither resident nor deemed
to be a resident nor opting to be taxed as a resident of the
Netherlands; (ii) such holder does not have an enterprise or
an interest in an enterprise that is, 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 an enterprise, as the case may be, the ADSs,
common and/or cumulative preferred financing shares are
attributable; (iii) such holder is not deemed to have a Dutch
enterprise werkzaamheid) to which enterprise the ADSs,
common and/or cumulative preferred financing shares are
attributable; (iv) such holder is not an individual performing
other activities in the Netherlands in respect of the ADSs
and/or common and/or cumulative preferred financing
shares, including activities which are beyond the scope of
normal active portfolio investment activities; and (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 percent
or more of Ahold's 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 percent or more of Ahold's 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 percent or more of Ahold's annual
profit and/or 5 percent or more of the Company's 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 10 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 12 months preceding the date of the gift
or inheritance.
Ahold Annual Report 2006 145
