WHT Refund Mechanism applicable to NLB d.d., Ljubljana (the “NLB”) AT1 notes with ISIN XS3227899989 (the “Notes”)

Eligible Holders: non-resident legal entities for which the DTT between the Eligible Holder’s home jurisdiction and Slovenia exists.

Entity that can claim the Tax Refund: Eligible Holder directly or NLB in the name of the Eligible Holder who signed WHT Refund Agreement.

Legal basis for claiming the Tax Refund: Article 262 of Tax Procedure Act (ZDavP-2). 

The difference between the amount of tax withheld at the rate of 25% and the amount which would be withheld if the rate pursuant to the DTT applicable to the Eligible Holder were applied can be claimed from the Slovenian tax authorities.

Documentation that the Eligible Holder is required to provide to NLB in order for NLB to claim the Tax Refund:

• Power of attorney authorising NLB to represent the Eligible Holder;
• Proof of authority to sign statement(s) by Eligible Holder;
• Completed form KIDO 9 as formal claim for refund of tax on dividends based on provisions of the applicable DTT;
• Certificate of residency for tax purposes at the time of interest payment;
• Confirmation of payments in the chain of intermediaries (e.g., notice of payment received from the relevant custodian or depository confirming receipt of payment reduced by WHT) confirming beneficial ownership of the notes as of the relevant record date;
• Such written statements and completed forms as may be from time to time required by the Slovenian tax authorities in relation to such a claim.

Tax legislation applicable in the Eligible Holder’s home jurisdiction may enable the Eligible Holder to use as a tax credit in its home jurisdiction any amount of WHT which was not refunded.

The possibility of claiming such tax credit and the manner in which it may be claimed are subject to the tax legislation and practice of each country. Eligible Holders shall consult their tax advisors as to whether and how such tax credit can be claimed.

To the extent that evidence that the WHT has been deducted and been paid in Slovenia is required in order to claim a tax credit, please note that a certificate from Slovenian tax authorities that the WHT has been deducted from the amount paid to an individual Eligible Holder will not be available since such deduction will be made from the payment made by NLB to the agent. Accordingly, the Eligible Holder will only be able to rely on other evidence, such as the notice from the clearing system or custodian with which the Eligible Holder maintains its securities account containing information on payment received and the amount of tax withheld (e.g., SWIFT confirmation of payment). 

Eligible Holder: legal entity resident for tax purposes in EU or EEA which is not able to claim any amount of WHT as tax credit.

Entity that can claim the Tax Refund: NLB only (as the entity that withheld the tax).

Legal basis for claiming the Tax Refund: Third or fifth paragraph of Article 70 of Corporate Income Tax Act (ZDDPO-2) in connection with Article 383.a of Tax Procedure Act (ZDavP-2).

For the amount of WHT which the Eligible Holder would not be able to use as a tax credit in its home jurisdiction, NLB can claim a refund from Slovenian tax authorities and pay it to the Eligible Holder as soon as reasonably practicable after the receipt of the Tax Refund from Slovenian tax authorities.

Documentation that the Eligible Holder is required to provide to NLB in order for NLB to claim the Tax Refund:

• Eligible Holder’s statement of compliance with conditions as per third or fifth paragraph of Article 70 of Corporate Income Tax Act (ZDDPO-2) (that in the country of its residence, the Eligible Holder is liable to income tax, and in the case it has a permanent establishment in Slovenia, that the income is not paid to that permanent establishment; that in the country of residence, the taxpayer cannot claim or recover Slovenian tax, along with the reasons for this inability, and that the transaction does not constitute tax avoidance);
• Proof of authority to sign statement(s) by Eligible Holder;
• Extract from the relevant register of legal entities;
• Confirmation of payments in the chain of intermediaries (e.g., notice of payment received from the relevant custodian or depository confirming receipt of payment reduced by WHT) confirming beneficial ownership of the notes as of the relevant record date;
• Certificate of residency for tax purposes at the time of interest payment;
• Confirmation that Eligible Holder is liable for corporate income tax in its country of residence;
• The bank account details on the Eligible Holder to where the refund will be made;
• Such written statements and completed forms as may be from time to time required by the Slovenian tax authorities in relation to such a claim.

Eligible Holders: any legal entity resident for tax purposes outside Slovenia.

Entity that can claim Tax Refund: Eligible Holder directly or NLB in the name of the Eligible Holder who signed WHT Refund Agreement.

Legal basis for claiming Tax Refund: First paragraph of Article 70 of Corporate Income Tax Act (ZDDPO-2) in connection with first paragraph of Article 383.d of Tax Procedure Act (ZDavP-2)

The difference between the amount of tax withheld at the rate of 25% and the amount which would be withheld if the general rate applicable to legal entities (15%) were applied can be claimed from the Slovenian tax authorities.

Documentation that Eligible Holder is required to provide to NLB in order for NLB to claim the Tax refund:

• Power of attorney authorising NLB to represent the Eligible Holder;
• Claim for refund of tax on income from dematerialised financial instruments under Article 383.d paragraph 1 of the ZDavP-2;
• Extract from the relevant register of legal entities;
• Proof of authority to sign statement(s) by Eligible Holder;
• Confirmation of payments in the chain of intermediaries (e.g. notice of payment received from the relevant custodian or depository confirming receipt of payment reduced by WHT) confirming beneficial ownership of the Notes as of the relevant record date;
• Certificate of residency for tax purposes at the time of interest payment;
• Such written statements and completed forms as may be from time to time required by the Slovenian tax authorities in relation to such a claim.

Tax legislation applicable in the Eligible Holder’s home jurisdiction may enable the Eligible Holder to use as a tax credit in its home jurisdiction any amount of WHT which was not refunded.

The possibility of claiming such tax credit and the manner in which it may be claimed are subject to the tax legislation and practice of each country. Eligible Holders shall consult with their tax advisors as to whether and how such tax credit can be claimed.

To the extent that evidence that the WHT has been deducted and been paid in Slovenia is required in order to claim a tax credit, please note that a certificate from Slovenian tax authorities that the WHT has been deducted from the amount paid to an individual Eligible Holder will not be available since such deduction will be made from the payment made by NLB to the agent. Accordingly, the Eligible Holder will only be able to rely on other evidence, such as the notice from the clearing system or custodian with which the Eligible Holder maintains its securities account containing information on payment received and the amount of tax withheld (e.g., SWIFT confirmation of payment). 

Eligible Holder: only legal entity resident for tax purposes in EU or EEA who is not able to claim any amount of WHT as a tax credit.

Entity that can claim Tax Refund: NLB only (as the entity that withheld the tax). 

Legal basis for claiming Tax Refund: Third or fifth paragraph of Article 70 of Corporate Income Tax Act (ZDDPO-2) in connection with Article 383.a of Tax Procedure Act (ZDavP-2).

For the amount of WHT which the Eligible Holder would not be able to use as a tax credit in its home jurisdiction, NLB can claim a refund from Slovenian tax authorities and pay it to the Eligible Holder as soon as reasonably practicable after the receipt of the Tax Refund from Slovenian tax authorities.

Documentation that the Eligible Holder is required to provide to NLB in order for NLB to claim the Tax Refund:

• Eligible Holder’s statement of compliance with conditions as per third or fifth paragraph of Article 70 of Corporate Income Tax Act (ZDDPO-2) (that in the country of its residence, the Eligible Holder is liable to income tax, and in the case it has a permanent establishment in Slovenia, that the income is not paid to that permanent establishment; that in the country of residence, the taxpayer cannot claim or recover Slovenian tax, along with the reasons for this inability, and that the transaction does not constitute tax avoidance);
• Proof of authority to sign statement(s) by Eligible Holder;
• Extract from the relevant register of legal entities;
• Confirmation of payments in the chain of intermediaries (e.g. notice of payment received from the relevant custodian or depository confirming receipt of payment reduced by WHT) confirming beneficial ownership of the Notes as of the relevant record date; 
• Certificate of residency for tax purposes at the time of interest payment;
• Confirmation that Eligible Holder is liable for corporate income tax in its country of residence;
• The bank account details on the Eligible Holder to where the refund will be made;
• Such written statements and completed forms as may be from time to time required by the Slovenian tax authorities in relation to such a claim.