Ryanair 2011 Annual Report Download - page 119

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she or it ceases to be a non-resident or non-ordinary resident. No declaration is required if the stockholder is a
5% parent company in another EU member state pursuant to the EC Parent-Subsidiary Directive (Council
Directive No. 90/435/EEC). Neither is a declaration required on the payment by a company resident in Ireland
to another company so resident if the company making the dividend is a 51% subsidiary of that other company.
American Depositary Receipts. Special arrangements with regard to the dividend withholding tax
obligation apply in the case of Irish companies using ADRs through U.S. depositary banks that have been
authorized by the Irish Revenue. Such banks, which receive dividends from the company and pass them on to
the U.S. ADS holders beneficially entitled to such dividends, will be allowed to receive and pass on the gross
dividends (i.e., before withholding) based on an “address system” where the recorded addresses of such holder,
as listed in the depositary bank’s register of depositary receipts, is in the United States.
Taxation on Dividends. Companies resident in Ireland other than those taxable on receipt of dividends
as trading income are exempt from corporation tax on distributions received on Ordinary Shares from other Irish
resident companies. Stockholders that are “close” companies for Irish taxation purposes may, however, be
subject to a 20% corporation tax surcharge on undistributed investment income.
Individual stockholders who are resident or ordinarily resident in Ireland are subject to income tax on
the gross dividend at their marginal tax rate, but are entitled to a credit for the tax withheld by the company
paying the dividend. The dividend will also be subject to the new income tax levy. An individual stockholder
who is not liable or not fully liable for income tax by reason of exemption or otherwise may be entitled to
receive an appropriate refund of tax withheld. A charge to Irish social security taxes/levies can also arise for
such individuals on the amount of any dividend received from the Company.
Except in certain circumstances, a person who is neither resident nor ordinarily resident in Ireland and
is entitled to receive dividends without deductions is not liable for Irish tax on the dividends. Where a person
who is neither resident nor ordinarily resident in Ireland is subject to withholding tax on the dividend received
due to not benefiting from any exemption from such withholding, the amount of that withholding will generally
satisfy such person’s liability for Irish tax.
Capital Gains Tax. A person who is either resident or ordinarily resident in Ireland will generally be
liable for Irish capital gains tax on any gain realized on the disposal of the Ordinary Shares or ADSs. The
current capital gains tax rate is 25%. A person who is neither resident nor ordinarily resident in Ireland and who
does not carry on a trade in Ireland through a branch or agency will not be subject to Irish capital gains tax on
the disposal of the Ordinary Shares or ADSs.
Irish Capital Acquisitions Tax. A gift or inheritance of the Ordinary Shares or ADSs will be within the
charge to Irish Capital Acquisitions Tax (“CAT”) notwithstanding that the disposer (e.g., a donor) or the
donee/successor in relation to such gift or inheritance is resident outside Ireland. CAT is charged at a rate of
25% above a tax-free threshold. This tax-free threshold is determined by the amount of the current benefit and
of previous benefits taken since December 5, 1991, as relevant, within the charge to CAT and the relationship
between the donor and the successor or donee. Gifts and inheritances between spouses (and in certain cases
former spouses) are not subject to CAT.
In a case where an inheritance or gift of the Ordinary Shares or ADSs is subject to both Irish CAT and
foreign tax of a similar character, the foreign tax paid may in certain circumstances be credited in whole or in
part against the Irish tax.
Irish Stamp Duty. It is assumed for the purposes of this paragraph that ADSs are dealt in on a
recognized stock exchange in the United States (NASDAQ is a recognized stock exchange in the United States
for this purpose). Under current Irish law, no stamp duty will be payable on the acquisition of ADSs by persons
purchasing such ADSs or on any subsequent transfer of ADSs. A transfer of Ordinary Shares (including
transfers effected through Euroclear U.K. & Ireland Limited) wherever executed and whether on sale, in
contemplation of a sale or by way of a gift, will be subject to duty at the rate of 1% of the consideration given
or, in the case of a gift or if the purchase price is inadequate or unascertainable, on the market value of the
Ordinary Shares. Transfers of Ordinary Shares that are not liable for duty at the rate of 1% (e.g., transfers under
which there is no change in beneficial ownership) may be subject to a fixed duty of 112.50.