Protocol

The benefits of the Convention are not applicable to companies or other persons which are wholly or partly exempted from tax by a special regime under the laws of either one of the Contracting States. They are also not applicable to income from such companies or other persons derived by a resident of the other State, nor to shares, ‘jouissance’ rights or interests in such companies or other persons.

The provisions of paragraph 1 of this Protocol provision are also applicable in case a company or other person is treated under the administrative practice of that State in the same or similar way as a company or person as meant in that paragraph.

The competent authorities of the States shall by mutual agreement decide which special regime is meant in the provisions of paragraph 1 of this Protocol provision. The provisions of paragraph 1 are also applicable to any identical or substantially similar legislation in addition to or replacing such a special regime enacted after 1 January 2007 unless the competent authorities of the States decide otherwise by mutual agreement.

It is understood that either Contracting State may rely on the use of generally accepted tax principles with a view to preventing abuse of the Convention. In any case where a Contracting State intends to apply this paragraph, its competent authority shall in advance consult with the competent authority of the other Contracting State.

In case an entity that is treated as a body corporate for tax purposes is liable as such to tax in a Contracting State, but the income of that entity is taxed in the other Contracting State as income of the participants in that entity, the competent authorities shall take such measures that on the one hand no double taxation remains, but on the other hand it is prevented that merely as a result of application of the Convention income is partly or wholly not subject to tax.

It is understood that, if the competent authorities of the Contracting States have, by mutual agreement, reached a solution within the context of the Convention for cases in which

An individual living aboard a ship without any real domicile in either of the Contracting States shall be deemed to be a resident of the Contracting State in which the ship has its home harbour.

It is understood that rights to the exploration and exploitation of natural resources shall be regarded as immovable property located in the Contracting State to whose seabed — and subsoil thereof — these rights apply, and that these rights are regarded as assets of a permanent establishment in that State. Furthermore, it is understood that the aforementioned rights include rights to interests in, or benefits from assets that arise from, that exploration or exploitation.

In respect of paragraphs 1 and 2 of Article 7, where an enterprise of a Contracting State sells goods or merchandise or carries on business in the other Contracting State through a permanent establishment situated therein, the profits of that permanent establishment shall not be determined on the basis of the total amount received by the enterprise, but shall be determined only on the basis of that portion of the income of the enterprise that is attributable to the actual activity of the permanent establishment in respect of such sales or business.

Specifically, in the case of contracts for the survey, supply, installation or construction of industrial, commercial or scientific equipment or premises, or of public works, when the enterprise has a permanent establishment, the profits attributable to such permanent establishment shall not be determined on the basis of the total amount of the contract, but shall be determined only on the basis of that part of the contract that is effectively carried out by the permanent establishment in the Contracting State where the permanent establishment is situated. The profits related to that part of the contract which is carried out by the head office of the enterprise shall be taxable only in the Contracting State of which the enterprise is a resident.

It is understood that the provisions of Article 8 shall also apply to taxes levied on the basis of the gross receipts in respect of the carriage of passengers and cargo in international traffic.

It is understood that the fact that associated enterprises have concluded arrangements, such as cost sharing arrangements or general services agreements, for or based on the allocation of executive, general administrative, technical and commercial expenses, research and development expenses and other similar expenses, shall not by itself constitute a condition as stated in paragraph 1 of Article 9.

Notwithstanding paragraph 2 of Article 10, the Contracting State of which the company is a resident shall not levy a tax on dividends paid by that company, if the beneficial owner of the dividends is a pension fund referred to in paragraph 2 of Article 4.

It is understood that, for the purposes of this Convention,

Where tax has been levied at source in excess of the amount of tax chargeable under the provisions of Articles 10, 11 or 12, applications for the refund of the excess amount of tax have to be lodged with the competent authority of the State having levied the tax, within a period of three years after the expiration of the calendar year in which the tax has been levied.

It is understood that income received in connection with the (partial) liquidation of a company or a purchase of own shares by a company is treated as income from shares and not as capital gains.

It is understood that the provision of paragraph 4 of Article 13 shall not apply if the gain is derived in the course of a corporate reorganisation, amalgamation, division or similar transaction.

Furthermore, it is understood that for the Netherlands paragraph 4 of Article 13 shall apply to shares listed on any other stock exchange subject to regulation by the Authority for the Financial Markets (or its successor) in the Netherlands.

It is understood that a ‘bestuurder’ or ‘commissaris’ of a company resident in the Netherlands shall be considered to be a member of the board of directors as meant in article 16. Where a resident of the Netherlands derives fees and other remuneration in his capacity as a member of the board of directors of a company resident in Ghana, such fees and other remuneration may be taxed in Ghana. It is further understood that the provisions of this Article shall apply notwithstanding the provisions of Article 15.

The competent authorities of the States may also agree, with respect to any agreement reached as a result of a mutual agreement procedure as meant in Article 26 that the State in which there is an additional tax charge as a result of the aforementioned agreement shall not impose any administrative penalties, surcharges, interest and costs with respect to this additional tax charge, if the other State in which there is a corresponding reduction of tax as a result of the agreement refrains from the payment of any interest due with respect to such a reduction of tax.

The Contracting States may release to the arbitration board, established under the provisions of paragraph 6 of Article 26, such information as is necessary for carrying out the arbitration procedure. The members of the arbitration board shall be subject to the limitations on disclosure described in paragraph 2 of Article 27 with respect to any information so released.

For the application of the provisions of Articles 27 and 28, the contributions levied and benefits granted under the Netherlands income-related regulations shall be considered to be taxes.

In WITNESS whereof the undersigned, duly authorised thereto, have signed this Protocol.

DONE at Accra this 10^th day of March 2008, in duplicate, in the English language.