RBS 2005 Annual Report Download - page 270

Shareholder information continued
Taxation for US Holders (continued)
A transfer of PROs by a US Holder will not give rise to a charge
to UK tax on accrued but unpaid interest payments, unless the
US Holder is an individual or other non-corporate taxpayer and
at any time in the relevant year of assessment or accounting
period carries on a trade in the UK through a branch or agency
to which the PROs are attributable.
Annual tax charges
Corporate US Holders of PROs may be subject to annual UK
tax charges (or relief) by reference to fluctuations in exchange
rates and in respect of profits, gains and losses arising from
the PROs, but only if such corporate US Holders carry on a
trade, profession or vocation in the UK through a UK permanent
establishment to which the PROs are attributable.
Inheritance tax
In relation to PROs held through DTC (or any other clearing
system), the UK inheritance tax position is not free from doubt
in respect of a lifetime transfer, or death of, a US Holder who
is not domiciled nor deemed to be domiciled in the UK for
inheritance tax purposes; HM Revenue & Customs is known to
consider that the situs of securities held in this manner is not
necessarily determined by the place where the securities are
registered. In appropriate circumstances, there may be a
charge to UK inheritance tax as a result of a lifetime transfer at
less than fair market value by, or on the death of, such US
Holder. However, exemption from, or a reduction of, any such
UK tax liability may be available under the Estate Tax Treaty.
US Holders should consult their professional advisers in
relation to such potential liability.
Stamp duty and SDRT
No stamp duty, SDRT or similar tax is imposed in the UK on the
issue, transfer or redemption of the PROs.
Exchange controls
The company has been advised that there are currently no UK
laws, decrees or regulations which would prevent the remittance
of dividends or other payments to non-UK resident holders of
the company’s non-cumulative dollar preference shares.
There are no restrictions under the articles of association of
the company or under UK law, as currently in effect, which limit
the right of non-UK resident owners to hold or, when entitled to
vote, freely to vote the company’s non-cumulative dollar
preference shares.
Memorandum and articles of association
The company’s Memorandum of Association (the “Memorandum”)
and Articles of Association (the “Articles”) as in effect at the
date of this annual report are registered with the Registrar of
Companies of Scotland. The Articles were last amended on 29
April 2004 and have been filed with the SEC.
Documents on display
Documents concerning the company may be inspected at
36 St Andrew Square, Edinburgh, EH2 2YB.
Executive directors’ service contracts and copies of directors’
indemnities granted by the company in terms of section 309C
of the Companies Act 1985 may be inspected at the
company’s office at Gogarburn, Edinburgh, EH12 1HQ
(telephone [phone]).
In addition, we file reports and other information with the SEC.
You can read and copy these reports and other information at
the SEC’s Public Reference Room at 100 F Street, N.E., Room
1580, Washington, D.C. 20549. You can call the SEC at 1-800-
SEC-0330 for further information on the Public Reference Room
or contact the offices of The New York Stock Exchange,
on which certain of our securities are listed, at 20 Broad
Street, New York, New York 10005. The SEC also maintains
a website at www.sec.gov which contains in electronic form
each of the reports and other information that we have filed
electronically with the SEC.
Shareholder information
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