GMN Tax Conference 2015 Verona Presentation from Denmark Søren Larsen Baagøe Schou

Johan and Maria, New Structure Splitting the Group Funding new activities New activities, R&D Purchase of employee shares Share option arrangement Transfer of shares to son

Splitting the Group Splitting a Company Legislation (Corporate and Tax) With or without permission from Tax authorities Consequences Valuation Acceptance from Tax authorities

Funding new activities Taxation on Companies gains and losses from Shares Share hold >/= 10% Tax-free Share hold < 10% Listed Companies Unlisted Companies

New Activities, R&D Subsidiary Flexibility Joint Taxation Divestment – Tax free Liabilities – risk reduction Dividends and contributions – Tax free R&D costs Deductable If losses (negative taxable income) Carry forward Tax credit to be granted from Danish Tax Authorities max. DKK 1,25 million (from 2015 the calculated tax of up to DKK 25 million)

Shares owned by senior employee Lending out money to shareholders is not allowed Buying own Shares, reducing Share capital and reserves No Tax consequences for the buyer For seller taxation as for dividends, 42% The taxable gain can be reduced with the purchase price, provided that a permission are recieved from the Tax authorities

Share Options Tax favorable general employee share agreements are abolished from 2012. Individual agreements are still possible. Options and warrants. Taxation at exercise. High Taxation as personal income (up to approx. 55 %) on gain (market value at exercise time reduced with the employee’s payment) Deductable as salary in the Company A-B share model (valuation – future dividends) Value at exercise time

Inheritance Tax etc. Close family relation, 15% Gain on Shares, taxation 42% Tax succession, conditions More than 50% assets/income from business activity (includes not rented out business estates) Consolidated account Specific investments are categorized as business activities (Sun and Wind power installations) Valuation – favorable/lenient calculation abolished Market value Deduction for Tax liability, 22% of calculated gain The only payable Tax are death/gift duties, if succession