Historically, the Belgian tax administration treated the distribution of shares in the context of a U.S. “spin-off” transaction as a “dividend in kind” subject to Belgian tax withholding (typically imposed at the rate of 30%). However, on May 7, 2019, the Belgian government enacted a new law, effective January 1, 2019, introducing a tax exemption for Belgian residents receiving shares in the context of a U.S. corporation spinning off a portion of its business via the distribution of shares of a subsidiary. Pursuant to the new law, a distribution by an issuer to its stockholders of shares of stock of a subsidiary in the context of a U.S. “spin-off” is now exempt from Belgian tax withholding if certain requirements are satisfied, including: (1) the U.S. corporation distributing the shares of stock must be listed on a recognized stock exchange; and (2) the shares of stock being distributed by the U.S. corporation must be shares of another company listed on a recognized stock exchange. For additional information about this new tax exemption and whether it will be available for stock distributions to Belgian residents, please contact your Compensation attorney.