1. Johan & Maria in France… Always in motion !

2. Johan & Maria in France NEXT STEP Rune situation
Selling minority investments
Research company
Repurchase of shares from senior employee
Stock option
Transmission matters

3. Johan & Maria in France RUNE SITUATION
Restructuration of the group in order to offer Rune 100% of Factory shares company in exchange of his 40% shares of holding company
Holding aspect
Rune situation

4. Johan & Maria in France HOLDING ASPECT
The Holding sales the factory shares to Rune for million euros
Capital gain is submitted to 4% of corporation tax
The Holding company buy Rune’s share by a capital reduction of 18 million euros.

5. Johan & Maria in France RUNE ASPECT
Share capital reduction is considered as capital gain and taxed:
Common law regime
Incentive plan

6. Johan & Maria in France RUNE ASPECT Common law regime 14% 30% 41% 45%
Holding period
Tax allowance
Marginal income tax rates
14%
30%
41%
45%
48% *
49% **
Less than 2 years 0%
28,79%
43,97%
54,41%
58,21%
61,21%
62,21%
From 2 to 8 years
50%
21,79%
28,97%
33,91%
35,71%
38,71%
39,71%
More than 8 years
65%
19,69%
24,47%
27,76%
28,96%
31,96%
32,96%

7. Johan & Maria in France RUNE ASPECT Incentive plan 14% 30% 41% 45% 48%
Conditions :
Age of company under 10 years
Retirement
sale in family y
Holding period
Allowance
Marginal income tax rates
14%
30%
41%
45%
48%
49%
Less than 1 year 0%
28,79%
43,97%
54,41%
58,21%
61,21%
62,21%
From 1 to 4 years
50%
21,79%
28,97%
33,91%
35,71%
38,71%
39,71%
From 4 to 8 years
65%
19,69%
24,47%
27,76%
28,96%
31,96%
32,96%
More than 8 years
85%
16,89%
18,47%
19,56%
19,96%
22,96%
23,96%

8. Johan & Maria in France Equity investments or not
Selling minority investments
Equity investments or not
Yes
Tax rate 4% No
33,3%
To be considered as equity investments these investiments needs to be :
Booked as equity in Balance Sheet
Useful to company’s business

9. Johan & Maria in France Research company Creation of SARL COMPANY
100% owned by holding or
100% owned by mountaineering
In both situations, tax consolidation is available

10. Johan & Maria in France Tax relief Innovation tax credit
Tax credit of 20% of the expenses in innovation
Expense limit €
Expenses eligible are : salaries + charges, operations expenses, subcontractors, depreciation
Deduced of corporation tax or reimbursed
For prototype or new product

11. Johan & Maria in France Tax relief Research tax credit
Tax credit between 30 to 40% of all the research expenses in company
Deducted of corporation tax or reimbursed
Expenses eligible are : salaries + charges, depreciation of investments, subcontractors & operating expenses
What kind of research : Fundamental research, applied research, experimental development activity
(including prototype & pilot plant)

12. Repurchase of shares from senior employee
Johan & Maria in France
Repurchase of shares from senior employee
Company aspect
Share capital decrease
Registration cost and legal formalities Or
Repurchase of shares by company in order to allocate them to employees
legal formalities to respect
Maximum 10 % of share to employees
Employee tax implication
Taxation on capital gain according common law regime

13. Johan & Maria in France Stock option Option plan
Mandatory and specific rules to respect to be eligible
Company aspect
Specific social contribution 30 %
Employees aspect
Option exercise gain is submitted when shares are sold to :
specific social contribution of 10% + Csg Crds of 8%
personal income tax as salary
Capital gain on shares sold
Submitted to personal income tax on capital gain (allowance for holding period possible)
social tax contribution of 15.50%

14. Johan & Maria in France
TRANSMISSION MATTERS

15. Johan & Maria in France Free hold donation (A)
Donation with Dutreuil Pact (B)
Donation with separation of bare ownership and usufruct value (C)
Mixed of B & C

16. Table for donation & inheritance tax
Johan & Maria in France
Free hold donation
Table for donation & inheritance tax
Allowance of € / parent / every 15 years

17. Donation with Dutreuil Pact
Johan & Maria in France
Donation with Dutreuil Pact
Object : transmission of the company in the family
75% of reduction of inheritance tax
Conditions :
The shareholders must have 34% of share capital
Collective commitment : 2 years of conservation or
Individual commitment : 4 years of conservation

18. Bare ownership and usufruct value
Johan & Maria in France
Bare ownership and usufruct value

19. Synthesis Transmission
Johan & Maria in France
Synthesis Transmission
Donation of a company with a value of 6 m€
Freehold Donation
Bare Ownership Donation
Without Dutreuil € €
20,20%
7,80%
With Dutreuil €
101 €
0,90% 0%