provision, no exemption from, credit, reduction or refund of,
Dutch dividend withholding tax will be granted if the ultimate
recipient of a dividend paid by Ahold is not considered to be
the beneficial owner of such dividend. See "Dutch Taxation
for Non-Resident ADSs, Common and/or Preferred
Shareholders - Withholding Tax" above for a description of
who is considered a "beneficial owner."
Gift, estate and inheritance taxes
Dutch gift, estate or inheritance taxes may apply 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 a person who is resident or
deemed to be resident in the Netherlands.
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 holding ADSs, common and/or
cumulative preferred financing shares.
U.S. federal income taxation
The following is a summary of the principal U.S. federal
income tax consequences that may be relevant with respect
to the acquisition, ownership and disposition of common
shares or ADSs in the Company. This summary addresses
only the U.S. federal income tax considerations of holders
that were initial purchasers of common shares or ADSs at
the initial issue price and hold common shares or ADSs as
capital assets. This summary does not address tax
considerations applicable to holders that may be subject to
special tax rules, such as financial institutions, insurance
companies, real estate investment trusts, regulated
investment companies, grantor trusts, dealers or traders in
securities or currencies, tax-exempt entities, persons that
received common shares or ADSs as compensation for the
performance of services, persons that will hold common
shares or ADSs as part of a "hedging" or "conversion"
transaction or as a position in a "straddle" for U.S. federal
income tax purposes, certain former citizens or long-term
residents of the United States, persons that have a
"functional currency" other than the U.S. dollar or holders
that own (or are deemed to own) 10 percent or more (by
voting power or value) of common shares or ADSs in the
Company. Moreover, this summary does not address the
U.S. federal estate and gift or alternative minimum tax
consequences of the acquisition, ownership and disposition
of common shares or ADSs in the Company.
This summary is based on (1) the federal tax laws of the
United States as in effect and available on the date of this
Annual Report, including the Internal Revenue Code as
amended, judicial decisions, administrative
pronouncements, and currently effective and proposed
U.S. Treasury Regulations, each as available on the date
hereof, and (2) the representations and covenants of the
Depositary as defined in the Deposit Agreement or any other
depositary that may replace such depositary from time to
time 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 Ahold's common shares or ADSs that, for U.S.
federal income tax purposes, is: (1) a citizen or resident of
the United States, (2) a partnership or corporation created or
organized in or under the laws of the United States 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 United States 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 common shares or ADSs in
the Company 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 common shares
or ADSs in the Company, 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.
Each U.S. Holder or 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 common shares or ADSs in the Company.
Ahold Annual Report 2006 147
