Prospectus - Notowania

valid certificate of non-assessment (Nichtveranlagungs-Bescheinigung) issued by the
cognisant fiscal office receive the dividends or the proceeds from the sale of shares
without the deduction of the withholding tax. This principle applies to individual
shareholders who provided a deduction order (Freistellungsbescheinigung) to their
custodian bank, to the extent to which the amount indicated in said order has not
already been fully used for the individual shareholder’s other proceeds from private
investments.
Taxation of Dividends
Shares Owned as Personal Assets
If a natural person who owns shares as personal assets resides fiscally in Germany (or
persons whose residence or habitual abode is in Germany), any dividend distributed
after December 31, 2008 is subject to a special tax with fixed rate of 25% plus 5.5% of
solidarity tax thereon (for a total rate of 26.375%) (Abgeltungsteuer), plus church
taxes, if applicable.
As a general rule, the fixed rate tax shall be applied through a withholding tax on
dividends paid by a German payment agent. The withholding tax of 25% plus 5.5% of
solidarity tax thereon (for a total rate of 26.375%) is withheld on the shareholder’s
behalf and paid to German tax authorities. The basis of the withholding tax is
constituted by the dividends approved by the General Shareholders’ Meeting of the
Company. The shareholder’s obligation pertaining to income taxes on dividends is
considered liquidated with the withholding tax and the shareholder is not obliged to
report the dividend income in his/her income tax return – with certain exceptions, e.g.
in relation to church taxes. As a general rule, it is assumed that the payment agent
credits the foreign taxes withheld on the dividends to offset the German withholding
tax up to the amount of the German rate of the withholding tax, i.e. 25%, and applies
the standard deduction for all investment income, i.e. €801.00 (€1,602.00 for married
couples filing jointly) per calendar year. Additional details apply.
Dividends not paid by a German payment agent, which were not subjected to the
German withholding tax, must be reported in the income tax return. Moreover, even if
the dividends were subjected to the withholding tax, the shareholder may still request
in his annual return to include them in the formal tax assessment procedure for the
purpose, for example, of requesting the standard deduction for investment income
(Sparer-Pauschbetrag), to use a loss brought forward, or to request the external tax
credit not accounted for by the payment agent. In these circumstances, dividends are
taxed within the scope of the formal assessment procedure, whilst still being subject to
the fixed rate (plus 5.5% of solidarity tax thereon) and not to the marginal tax rate on
the shareholder’s income. The deduction of actual expenses correlated to income is
excluded.
The shareholder may also request to subject the dividend income to his own personal
progressive rate instead of the fixed rate if the consequent tax burden is lighter
(Günstigerprüfung). Moreover, at the shareholder’s request, the fixed rate does not
apply to dividends distributed by the Company if the shareholder (i) owns a share of
more than 25% of the Company or (ii) owns a share of at least 1% of the Company
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