ANÁLISIS DE ALTERNATIVAS

The information set out below is a summary of certain limited aspects of the Italian tax consequences of the acquisition, ownership and disposition of Industrial Metal Securities and it does not purport to be a comprehensive description of all the tax issues that may be relevant to a decision to purchase Industrial Metal Securities. This summary does not describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than Italy.

This summary is based on the tax laws of Italy as in effect on the date of this Prospectus, as well as regulations, rulings and decisions of its taxing and other authorities available on or before such date and now in effect. All of the foregoing is subject to change, which change could apply retroactively and could affect the continued validity of this summary.

Because it is a general summary, holders of Industrial Metal Securities should consult their own tax advisers as to the Italian or other tax consequences of the purchase, holding and disposition of Industrial Metal Securities including, in particular, the application to their particular situations of the tax aspects discussed below, as well as the application of state, local, foreign or other tax laws. This summary assumes that the Issuer is not a tax resident nor deemed to be a tax resident of Italy.

13.2 Tax on income and capital gains

Provided the Industrial Metal Securities qualify broadly as derivative instruments for the purposes of Italian tax law, which they are expected to do, then the following consequences apply to a Security Holder in respect of the periodic measurement of Industrial Metal Securities and/or in relation to the net proceeds received from a redemption or sale of the Industrial Metal Securities

which the Industrial Metal Securities are effectively connected, as well as unrealised gains reported in the statutory financial statement, may have to be included in the relevant holder’s taxable income subject to corporate income tax (IRES, currently applicable at a rate of 27.5 per cent.) and, in certain cases, depending on the status of such holder, may also have to be included in its taxable base for regional income tax on productive activities, (IRAP, currently applicable at a rate of 3.9 per cent.. IRAP rate may be increased in certain Italian regions, also in accordance with the provisions of Law Decree no. 93 of 27 May 2008, which has been converted into Law no. 126 of 24 July 2008; IRAP rate has also been increased to 4.65 per cent and 5.9 per cent by article 23(5) of Law Decree no. 98 of 6 July 2011 for the categories of companies indicated, respectively, under article 6 and article 7 of Legislative Decree no. 446 of 15 December 1997) and are therefore subject to the general Italian corporate tax regime, or to personal income taxation (as business income), as the case may be, according to the ordinary rules;

(ii) according to article 5 of Legislative Decree no. 461 of 21 November 1997, capital gains realised by Italian resident individuals, not engaged in entrepreneurial activities to which the Industrial Metal Securities are effectively connected, and by certain other non commercial entities upon the sale for consideration or redemption of the Industrial Metal Securities are subject to a substitute tax (imposta sostitutiva) currently at the rate of 20 per cent.. Under the tax return regime, which is the standard regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity, imposta sostitutiva on capital gains is applicable, on a cumulative basis, on all capital gains, net of any incurred capital loss, realised in a fiscal year pursuant to all disposals of Industrial Metal Securities and other financial instruments triggering a capital gain or loss that is subject to the same tax regime, carried out during any given fiscal year. These individuals and non commercial entities must report the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual income tax return to be filed with the Italian tax authorities for such year and pay imposta sostitutiva on such gains.

Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years;

(iii) as an alternative to the tax return regime, according to article 6 of Legislative Decree no.

461 of 21 November 1997, Italian resident individuals not engaged in entrepreneurial activities to which the Industrial Metal Securities are effectively connected and certain other non commercial entities may elect to pay the imposta sostitutiva separately on the capital gains realised upon each sale or redemption of the Industrial Metal Securities (under a so called “Risparmio Amministrato” regime, which is managed through the provision of non discretionary asset management services to a taxpayer). Such a separate taxation of each capital gain is allowed subject to: (a) the Industrial Metal Securities being deposited with an Italian bank, a Società di Intermediazione Mobiliare (SIM) or with one of certain other authorised financial intermediaries, (b) each relevant capital gain being realised through such intermediary, and (c) an express election for the Risparmio Amministrato regime being timely made in writing by the relevant Security holder. The financial intermediary, on the basis of the information provided by the taxpayer, accounts for imposta sostitutiva in respect of capital gains realised on each sale or redemption of Industrial Metal Securities (as well as in respect of capital gains realised at revocation of its mandate and upon other specific circumstances which are deemed to trigger an assignment under this regime), net of any incurred capital loss, and is required to pay the relevant amount of tax to the Italian fiscal authorities on behalf of the taxpayer, deducting a corresponding amount from proceeds to be credited to the Industrial Metal Securities holder. Under the Risparmio Amministrato regime, where a sale or redemption of Industrial Metal Securities results in a capital loss, such loss may be used to reduce the subsequent capital gains realised in the same tax year and up to the following fourth. All gains that have been subject to the Risparmio Amministrato regime do not have to be included in the yearly income tax return of the holder of Industrial Metal Securities;

(iv) also as an alternative to the tax return regime, according to article 7 of Legislative Decree no. 461 of 21 November 1997, the increase or decrease in the fair market value of the Industrial Metal Securities, as well as the gains or losses realised upon the sale for

connected, and by certain other non commercial entities, who have elected for the so called Risparmio Gestito regime (namely, a regime managed by an authorised intermediary providing discretionary management services), will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end which is subject to a 20 per cent. imposta sostitutiva, applied directly by the authorised asset manager. Under the Risparmio Gestito regime, any depreciation of the managed assets accrued at year end may be carried forward and deducted against future increase in value of the managed assets in the four succeeding years. All gains that have been subject to the Risparmio Gestito regime do not have to be included in the yearly income tax return of the holder of Industrial Metal Securities;

(v) the increase or decrease in the fair market value of the Industrial Metal Securities, as well as the gains or losses realised upon the sale for consideration or redemption of the same securities by Italian resident collective investment funds and hedge funds, with the exception of Italian real estate investment funds, are not subject to taxation at the fund’s level;

(vi) the increase or decrease in the fair market value of the Industrial Metal Securities, as well as the gains or losses realised upon the sale for consideration or redemption of the same securities by Italian resident pension funds (subject to the regime provided for by articles 14, 14-ter and 14-quater, paragraph 1, of Legislative Decree 21 April 1993, no. 124 as further substituted by Legislative Decree no. 252 of 5 December 2005) are included in the determination of the yearly NAV accrued appreciation or depreciation of the assets under management that is subject to a substitute tax (imposta sostitutiva) currently at a rate of 11 per cent.;

(vii) non-Italian resident Security Holders without a permanent establishment in Italy to which the Industrial Metal Securities are effectively connected are not subject to income tax in Italy on the proceeds realised on the sale of the Industrial Metal Securities, provided that:

• the Industrial Metal Securities have not been deposited in Italy; or

• the Industrial Metal Securities have been deposited in Italy and are traded on a regulated market; or

• the Industrial Metal Securities have been deposited in Italy but are not traded on a regulated market and the beneficial owner of the proceeds from the Industrial Metal Securities: (i) complies with certain filing requirements; and (ii) is a resident of a country which allows a satisfactory exchange of information with the Italian tax authorities and certain filing requirements have been complied with by the holder. At the date hereof, the countries which allow a satisfactory exchange of information with the Italian tax authorities are identified by Ministerial Decree of 4 September 1996, as subsequently amended and supplemented. However, according to article 168-bis(1) of Presidential Decree No. 917 of 1986 (Italian Income Tax Code, IITC) a decree still to be issued is proposed to introduced a new list ordered to replace the current one.

The tax treatment of the Industrial Metal Securities described above has been confirmed by the Italian tax authorities decision No. 72/E of 12 July 2010 dealing with the Italian tax treatment of investment in secured exchange commodities. Nevertheless, should the Italian tax authority and/or tax courts take the view that, regardless of the previous position taken by the Italian tax authority in its decision No. 72/E quoted, the Industrial Metal Securities are to be characterised as debt instruments representing so-called “atypical securities” pursuant to Article 8 of Law Decree no. 512 of 30 September 1983 (as subsequently amended) a different tax treatment would apply. In fact, interest and other proceeds deriving from “atypical securities” issued by non- Italian resident issuers are subject to a 20 per cent. withholding tax applied by the Italian resident intermediary intervening in the payment save where held by a commercial partnership, a commercial

13.3 Inheritance and gift taxes

Law no. 286 of 24 November 2006, which has converted into law, with amendments, Law Decree no. 262 of 3 October 2006, has introduced inheritance and gift tax to be paid at the transfer of assets (such as the Industrial Metal Securities) and rights by reason of death or gift.

As regards the inheritance and gift tax to be paid at the transfer of the Industrial Metal Securities by reason of death or gift, the following rates apply:

(i) transfers in favour of spouses and direct descendants or direct relatives are subject to an inheritance and gift tax of 4 per cent. on the value of the inheritance or the gift exceeding

€1,000,000.00, for each beneficiary;

(ii) transfers in favour of brothers and sisters are subject to an inheritance and gift tax of 6 per cent. on the value of the inheritance or the gift exceeding €100,000.00, for each beneficiary;

(iii) transfers in favour of relatives up to the fourth degree or relatives-in-law to the third degree, are subject to an inheritance and gift tax of 6 per cent. on the entire value of the inheritance or the gift;

(iv) any other transfer is subject to an inheritance and gift tax of 8 per cent. on the entire value of the inheritance or the gift; and

(v) transfers in favour of seriously disabled persons are subject to an inheritance and gift tax at the relevant rate as described above on the value of the inheritance or the gift exceeding

€1,500,000.00, for each beneficiary.

Moreover, an anti-avoidance rule is provided by Law no. 383 of 18 October 2001 for any gift of assets (such as the Industrial Metal Securities) which, if sold for consideration, would give rise to capital gains subject to the imposta sostitutiva provided for by Legislative Decree no. 461 of 21 November 1997. In particular, if the donee sells the Industrial Metal Securities for consideration within five years from the receipt thereof as a gift, the donee is required to pay the relevant imposta sostitutiva on capital gains as if the gift had never taken place.

13.4 Value added tax

No Italian value added tax will be payable by a holder of Industrial Metal Securities in consideration for the issue or transfer of Industrial Metal Securities.

13.5 Securities Transfer Tax

According to Article 37 of Law Decree no. 248 of 31 December 2007, as converted with amendments into Law no. 31 of 28 February 2008, the transfer of the Industrial Metal Securities is not subject to Italian transfer tax.

13.6 Stamp duty

Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 ("Decree 201"), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for Industrial Metal Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or – if no market value figure is available – the nominal value or redemption amount of the Industrial Metal Securities held. The stamp duty can be no lower than €34.20 and, for the year 2012 only, it cannot exceed €1,200.00.

13.7 Wealth Tax on securities deposited abroad

Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Industrial Metal Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years.

This tax is calculated on the market value of Industrial Metal Securities at the end of the relevant

credit equivalent to the amount of wealth taxes paid in the state where the financial assets are held (up to an amount equal to the Italian wealth tax due).

13.8 The European Savings Directive

The EU Savings Directive (the “Directive”) came into force on 1 July 2005. The Directive applies, amongst other matters, to payments of interest on debt claims of every kind made by a paying agent in an EU Member State for the benefit of individual investors resident in the EU. In circumstances where the Directive applies, such a paying agent would be under an obligation to provide information to the tax authorities of the EU Member States in which individual investors reside. A paying agent for these purposes is any economic operator who pays interest to, or secures interest for the beneficial owner, and could in relation to Industrial Metal Securities include an Italian broker effecting the sale of Industrial Metal Securities.

Industrial Metal Securities are undated secured limited recourse debt obligations of the Issuer.

However, as no return in respect of Industrial Metal Securities should constitute a payment of interest for the purposes of the Directive, it is not envisaged that holders or their paying agents should be within the scope of the Directive.

14 TAXATION IN THE NETHERLANDS