Artikel XII

1. It is understood, that, notwithstanding Article XI of this Protocol, with respect to dividends as meant in subparagraph a) of paragraph 2 of Article 10 of the Convention which are paid by a company which is a resident of a Contracting State to a company which is a resident of the other Contracting State, if according to the law in force of the other Contracting State taxation of such dividends when paid to an individual would in that other Contracting State result in a tax burden less than the tax burden on dividends in the first-mentioned Contracting State, the first-mentioned Contracting State may levy a tax at a rate which together with the tax rate levied on the redistributed dividends by the other Contracting State does not exceed 15 percent of the gross amount of the dividends. This tax will be levied by way of an assessment issued by the Netherlands to the company that received the above-mentioned dividends.
2. However, it is further understood that the provisions under paragraph 1 above do not apply if the dividends are paid by a company which is a resident of a Contracting State and the beneficial owner of the dividends is a company which is a resident of the other Contracting State and either: a) the capital of the company receiving the dividends is exclusively beneficially owned by the Government of the other Contracting State, a political subdivision or local authority thereof; or
b) shares in such company are regularly traded in a Stock Exchange of the other Contracting State; or
c) the company receiving the dividends is engaged in an active trade or business in the other Contracting State.
a) the capital of the company receiving the dividends is exclusively beneficially owned by the Government of the other Contracting State, a political subdivision or local authority thereof; or
b) shares in such company are regularly traded in a Stock Exchange of the other Contracting State; or
c) the company receiving the dividends is engaged in an active trade or business in the other Contracting State.
3. In case a company does not fulfil one of the conditions laid down in paragraph 2 above, the provisions of paragraph 1 above shall also not apply with respect to such company if it is established in mutual agreement by the competent authorities of the Contracting States, in conformity with Article 27 of the Convention, that such company is not established or maintained in the other Contracting State mainly for the purpose of ensuring the benefits of subparagraph a) of paragraph 2 of Article 10 of the Convention or Article XII of this Protocol and provided that the company receiving the dividends is a resident of the other Contracting State and the beneficial owner of the dividends.