SyCip Salazar Hernandez & Gatmaitan

February 5, 2009 BIR RULING [DA-(C-018) 063-09] BIR Ruling No. DA-407-06 SyCip Salazar Hernandez & Gatmaitan SSHG Law Centre 105 Paseo de Roxas Makati City Attention: Atty. Emmanuel C. Paras Gentlemen : This refers to your letter dated June 20, 2008 requesting for confirmation of your opinion that the transfer of shares from a trustee of a Retirement Fund to another trustee is exempt from capital gains and documentary stamp taxes. As represented, Stolt-Nielsen Philippines, Inc. ("Stolt-Nielsen" or "Corporation" for brevity), formerly named Stolt-Nielsen Transportation Group, Inc. is a corporation organized and existing under the laws of the Philippines, with office address at 2/F Don Chua Lamko Building, 101 L.P. Leviste St., Salcedo Village, Makati City. On August 19, 2002, the Corporation appointed Insular Investment & Trust corporation Management Division ("IITC-Trustee" for brevity), a corporation organized and existing under Philippine laws, duly authorized to perform trust and fiduciary functions by the Bangko Sentral ng Pilipinas, as the Trustee of Stolt-Nielsen Retirement Fund (the "Fund"). Among the assets of the Trust Fund are 41,435 Class "A" shares of the capital stock of Stolt-Nielsen Transport Group, Inc. evidenced by Stock Certificates Nos. 03 (for 9,747 shares) and 04 (for 31,688 shares) registered in the name of Insular Investment & Trust Corporation Management Division for the Account of Stolt-Nielsen Transportation Group (the "Shares"). However, the Corporation chose to terminate the Trust Agreement with IITC-Trustee. In a Trust Agreement dated April 22, 2008, the Corporation has appointed Banco de Oro Uniban, Inc.-Trust Banking Group ("BDO-Trustee"), a banking corporation organized and existing under Philippine laws, duly authorized to perform trust and fiduciary functions by the Bangko Sentral ng Pilipinas, as the successor-trustee of the Trust Fund. In the implementation of this change of trustees, the assets of the Trust Fund were turned over by IITC-Trustee to BDO-Trustee. To reflect the change of trustee in the stock certificates covering the Shares owned by the Trust Fund, IITC-Trustee, as outgoing trustee, executed a deed of assignment dated April 23, 2008, transferring the legal ownership of the shares of the Trust Fund to and in favor of BDO-Trustee as incoming trustee of the Trust Fund. SCEHaD In reply, please be informed that since there is no actual transfer of ownership over the aforementioned shares of stock as a result of the change of trustee from IITC-Trustee to BDO-Trustee, the said transfer is not subject to capital gains tax under Section 24 (D) of the Tax Code of 1997, as amended. Moreover, the Deed of Assignment is not subject to the documentary stamp tax under Section 196 of the Tax Code of 1997, as amended. However, the notarial acknowledgment is subject to the documentary stamp tax of PhP15.00 under Section 188 of the same Code. This ruling is being issued on the basis of the foregoing facts as represented. However, if upon investigation, it will be disclosed that the facts are different, then this ruling shall be considered null and void. Very truly yours, Commissioner of Internal Revenue By: (SGD.) JAMES H. ROLDAN Assistant Commissioner Legal Service