The tax regime applicable to shareholders subject to IRPF (impuesto sobre la renta de las personas físicas - personal income tax) and IRNR (impuesto sobre la renta de no residentes - income tax for non-residents), provided that they do not act through a permanent establishment in Spain, would be as follows:
(i) In the event that a shareholder receives new shares that have been fully released as a result of the capital increase, shareholders would not receive any income and therefore, would not be subject any withholdings or payments at all.
The acquisition value for these shareholders, both for the new shares received as a result of the capital increase and for the previous shares, will be the value resulting from distributing the total acquisition cost among the number of shares, both the old shares and the appropriate released shares. The age of such shares released for these shareholders will be equal to the previous shares held by the shareholder.
(ii) In the event that shareholders sell their free allocation rights in the market, the income obtained from such transactions will be subject to the regime established by the tax regulations for preferential subscription rights giving rise to the corresponding profit or capital loss, accruing it in the tax period in which the aforementioned transfer occurs. Consequently, the amount obtained from transferring the free allocation rights in the market will be considered as a capital gain for transferors subject to IRPF and IRNR for non-residents without permanent establishment in Spain, this gain is accrued in the tax period in which said transfer occurs. All this without prejudice to international agreements that may be applicable to those subject to IRNR without permanent establishment in Spain, including agreements signed by Spain to avoid double taxation and to prevent income tax evasion, to any other agreements to which they may be entitled, as well as to the exemptions provided for in the IRNR regulation.
The amount obtained in the transfers of free allocation rights by the shareholders who are taxable persons of the personal income tax will be subject to the corresponding withholding on account of this tax (currently, at a rate of 19%).
This withholding will be carried out by the appropriate depositing institution (or, failing this, by the financial intermediary or the notary public who has intervened in its transmission), without ACS intervening in implementing this withholding or providing tax information regarding its shareholders. Shareholders are therefore advised to contact the pertinent depositing institutions on this matter.
(iii) In the event that they attend the purchase commitment and receive a cash payment, the amount received will be considered a return on movable capital derived from the participation in the Company's own funds. Said amount will be subject to the corresponding withholding on account of this tax (currently at a rate of 19%), which must be applied by the Company.