«1 The Boards of Directors of Lambros Overseas S.A. corporate registration no. 1019400, and OJSC Alliance Group, corporate registration no. ...»
Gains or losses on currency exchange rate fluctuations may arise in relation to the Shares where the sales proceeds received are in a another currency than SEK. However, no special calculation is required, provided that the sales proceeds are exchanged into SEK within 30 days from the time of disposal. In such case, the exchange rate on the date of exchange shall instead be used when calculating the value of the sales proceeds. The exchange rate on the date of acquisition is normally used when determining the acquisition cost for tax purposes.
Disposal of SDRs is treated as a disposal of shares.
Individuals A capital gain is taxed as income from capital. The current tax rate is 30 per cent. As set out above, a disposal of SDRs is treated as a disposal of shares.
As a general rule, 70 per cent. of a capital loss is deductible against any other taxable income from capital. Capital losses on listed shares and listed securities taxed in the same manner as shares, such as the Shares, are, however, fully deductible against taxable capital gains on such assets and on non-listed shares in Swedish limited liability companies and foreign legal entities.
On non-listed shares in Swedish limited liability companies and foreign legal entities only five sixths of capital losses are deductible. If capital losses pertain to both listed and non-listed shares, losses pertaining to listed shares are deductible prior to losses on non-listed shares. 70 per cent.
of any excess amount is deductible according to the main rule or five sixths of 70 per cent. is deductible if the capital loss relates to non-listed shares.
94 If a deficit arises in the income from capital category, a reduction of the tax on income from employment and from business operations, as well as the tax on real estate and the municipal real estate fee, is allowed. The tax reduction is 30 per cent. of any deficit not exceeding SEK 100,000 and 21 per cent. of any part of the deficit in excess of SEK 100,000. Deficits may not be carried forward to a subsequent fiscal year.
Legal entities Limited liability companies are taxed on all income as income from business activities at a flat rate of 22 per cent. (the tax rate is 26.3 per cent. for fiscal years commencing prior to 1 January 2013).
Regarding the calculation of capital gains or losses and the acquisition cost, see section “General information” above.
A tax deductible capital loss on shares incurred by a corporate shareholder may be offset only against gains on shares or other securities that are taxed in the same manner as shares. Such capital losses may, however, under certain circumstances, also be deducted against capital gains on such securities within the same group of companies, provided the requirements for group contributions (tax consolidation) are met. Capital losses on shares or other securities that are taxed in the same manner as shares, which have not been deducted from capital gains within a certain year may be carried forward and be offset against capital gains on such assets in future years without any limitation in time.
Shareholders residing outside of Sweden
Generally, Shareholders who are not fiscally resident in Sweden and do not carry on business operations from a permanent establishment in Sweden are not subject to Swedish taxation on a sale of Shares. These Shareholders may, nevertheless, be subject to tax in their country of residence.
However, as far as individuals are concerned, capital gains on the sale of Shares may be subject to Swedish tax if the individual has been resident or permanently lived in Sweden at any time during the calendar year of the sale or any of the ten preceding calendar years. The application of this provision is, in many cases, limited by double taxation treaties, which Sweden has concluded with other countries.
There is no Swedish withholding tax on capital gains resulting from the Transaction.
95 Statement from the Board of Directors of AOC 17 The information regarding AOC on pages 19-22 and pages 49-90 in this Information Memorandum has been reviewed by the Board of Directors of AOC. According to the Board of Directors, it is hereby assured that such summary information provides a correct and fair view of the Company, even though it is not complete.
REPORT OF THE INDEPENDENT AUDITOR ON THE SUMMARY FINANCIAL STATEMENTSBoard of Directors of Alliance Oil Company Ltd.
The accompanying summary financial statements on pages 49-52 are derived from the audited financial statements of Alliance Oil Company Ltd for the three financial years ended December 31, 2012, 2011 and 2010, and the unaudited interim financial statements for the periods January – June 2013 and 2012. We expressed an unmodified audit opinion on the audited financial statements for the financial years ended December 31, 2012, 2011 and 2010 in our reports dated April 11, 2013, April 20, 2012 and April 20, 2011 respectively. The unaudited interim financial statements for the periods January – June 2013 and 2012 have not been subject to an audit or review in accordance with International Standards on Auditing.
The summary financial statements do not contain all the disclosures required by IFRS for Alliance Oil Company Ltd. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements or the unaudited interim financial statements of Alliance Oil Company Ltd.
The Board of Directors’ Responsibility for the Summary Financial Statements The Board of Directors is responsible for the preparation of a summary of the audited financial statements and the unaudited interim financial statements on the basis described on pages 2-4.
Auditor’s Responsibility Our responsibility is to express an opinion on the summary financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing (ISA) 810, “Engagements to Report on Summary Financial Statements.” Opinion In our opinion, the summary financial statements derived from the audited financial statements of Alliance Oil Company Ltd for the three years ended December 31, 2012, 2011 and 2010, and the unaudited interim financial statements for the periods January – June 2013 and 2012 are consistent, in all material respects, with those financial statements, on the basis described on pages 2-4.
Stockholm October 30, 2013 Deloitte AB Svante Forsberg Authorized public accountant
Alford Financial Ltd Registered address Canon's Court, 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda Phone: +7 (495) 745-98-65 OJSC Alliance Group Registered address 39 Sivtsev Vrazhek Moscow 119002 Russia Phone: +7 (495) 745-98-65 Lambros Overseas S.A.
First registered office Wickhams Cay I Vanterpool Plaza, 2nd floor Road Town, Tortola British Virgin Islands Phone: +7 (495) 745-98-65 Alford and Alliance Group Legal Advisor Linklaters Advokatbyrå AB Regeringsgatan 67, Box 7833 SE-103 98 Stockholm Phone: +46 (0)8 665 66 00 Appleby (Bermuda) Limited Canon’s Court, 22 Victoria Street Hamilton HM 12 Bermuda, Phone: +1 441 295 2244
Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London, E14 4QA Morgan Stanley Phone: +44 20 7425 8000 Alliance Oil Company Ltd.
Registered office Alliance Oil Company Ltd Clarendon House 2 Church Street Hamilton HM11, Bermuda email@example.com Swedish representative office Alliance Oil Company Ltd PO Box 7292 SE-103 90 Stockholm firstname.lastname@example.org Phone: +46 8 611 49 90 Fax +46 8 613 00 90 AOC Legal Advisor Baker & McKenzie Stockholm office
Box 180 SE-101 23 Stockholm, Sweden Phone: +46 8 566 177 00 Baker & McKenzie London office
London EX4V 6JA United Kingdom Phone: +44 (0) 20 7919 1000 Baker & McKenzie Moscow Office
Sadovaya Plaza, 12th floor
7 Dolgorukovskaya Street Moscow 127006, Russia Phone: +47 495 787 2700 Conyers Dill & Pearman 10 Dominion Street, London Phone: +44 20 7374 2444 AOC Financial Advisor BofA Merrill Lynch Birger Jarlsgatan 13 SE-111 45 Stockholm Phone: +46 8 459 12 80 Carnegie Regeringsgatan 56 103 38 Stockholm Phone: +46 8 676 88 00
The following sets out the text of Section 106(6) of the Companies Act.
106(6) Any shareholder who did not vote in favour of the amalgamation or merger and who is not satisfied that he has been offered fair value for his shares may within one month of the giving of the notice referred to in subsection (2) apply to the Court to appraise the fair value of his shares.
(6A) Subject to subsection (6B), within one month of the Court appraising the fair value of any shares under subsection (6) the company shall be entitled eitherto pay to the dissenting shareholder an amount equal to the value of his shares as (a) appraised by the Court; or to terminate the amalgamation or merger in accordance with subsection (7).
(b) (6B) Where the Court has appraised any shares under subsection (6) and the amalgamation or merger has proceeded prior to the appraisal then, within one month of the Court appraising the value of the shares, if the amount paid to the dissenting shareholder for his shares is less than that appraised by the Court the amalgamated or surviving company shall pay to such shareholder the difference between the amount paid to him and the value appraised by the Court.
(6C) No appeal shall lie from an appraisal by the Court under this section.
(6D) The costs of any application to the Court under this section shall be in the discretion of the Court.