CASE STUDY:

How Lindsay conquers EuropeRene de Vos & Gijs Vernoij

About Lindsay: overview

Lindsay Corporation will be the leader, worldwide, in providing differentiated water management and road infrastructure products and services that improve productivity and result in earning superior returns to our shareholders.

Exists for almost 60 years;

Is a public company and listed on the NYSE;

Almost 500M USD sales and 36M USD profit.

Lindsay outside the USA untill 2011

USAHolding

Dutch Intermediate

Holding

FranceOpco

AUSOpco

ItalyOpco

BrazilOpco

S-AOpco

ChinaOpco

Degree on: Dutch Substance requirements

≥ 50% of the statutory directors live or are actually domiciled in the NL; The Dutch directors are competent in the their specific tasks; The (important) management decisions must be made in the NL; The principal bank account of the Dutch company is held in the NL; The Dutch company has correctly met all its tax obligations; The registered office of the Dutch company is actually considered in the

Netherlands. The legal company is therefore not (also) seen as a tax resident in another country (no dual residency);

The equity capital of the Dutch company is at least adequate for the functions carried out by the company.

Lindsay in 2011

• Large growth opportunities in EMEA-region;• Set up of an Opco in the NL;• Set up of a complete sales organization in the NL for a

successful exploration of the EMEA-region;• Incidentally EMEA-region clients are served by the US-

Opco.

Lindsay in 2011

• Plants for irrigation equipment are only in the US;

• Sales is a keyfunction;

• Sales in the EMEA-region will be directed by the Dutch Opco.

In fact this is a decentralized process.

Barriers in the decentralized process

• Lindsay is a listed company in the USA;

• Passive approach US-advisors;

• Lindsay Opco NL has to start from scratch?!

Barriers in the Decentralization process

• Double taxation: preliminary views:

• There is no transfer of clients;

• US: sales margin should be taxed in the US;

• NL: sales margin on new clients in new regions should be

taxed in NL, because sales function is in the NL.

Conclusion in the above process so far

• Europe is not the USA;

• NL operates completely solely, besides some support from

the US in supporting services;

• In the end we will overcome in a Tax discussion;

• It is important to have a “hands on” local, but experienced

International Tax and Assurance Advisor

Questions

The End

Thank you for your time and attention.

For more information, please contact:

Eddy van Oosterhout LLM

E-mail: e.voosterhout@vanoers.nl

Kurt van Heerewaarden LLM

E-mail: k.vheerewaarden@vanoers.nl

Gijs Vernoij LLM

E-mail: g.vernoij@vanoers.nl

www.vanoers.comVan Oers International

Ginnekenweg 145

4818 JD Breda

P.O. Box 2038

4800 CA Breda

Tel: + 31 76 530 38 00

Fax: +31 76 530 38 01

E-mail: international@vanoers.nl