BioMarin APPROVED PROFIT SHARING SCHEME EMPLOYEE EXPLANATORY BOOKLET

Transcription

1 BioMarin APPROVED PROFIT SHARING SCHEME EMPLOYEE EXPLANATORY BOOKLET 1

2 Employee Explanatory Book Title Page Number 1. Introduction Key features of the APSS Who is eligible to participate in the Scheme How can I join the APSS How much can I receive each year Company Bonus Salary Foregone How many shares will be allocated to me What rights will I have while the Trustee holds my shares How long must I leave my shares in the Trust What is the tax treatment of my shares What happens if I leave the Company Are my pension rights affected Can the Scheme be amended or terminated Miscellaneous Appendix I: Definition of Terms

3 1. Introduction The BioMarin ( the Company ) Approved Profit Sharing Scheme (APSS) offers you the chance to acquire shares in BioMarin Pharmaceutical Inc. (hereafter referred to as BioMarin Pharmaceutical Inc. or the Parent Company ). The scheme has been approved by the Irish Revenue Commissioners and under the scheme employees can receive shares and the value of the shares, subject to an annual limit, is exempt from income tax. USC and PRSI are both due on the appropriation of the shares. The Scheme is governed by Rules designed to the meet the requirements of the Revenue Commissioners. A copy of the Trust Deed and Rules is available on request from the Company. 2. Key features and benefits of the APSS You may use the eligible portion of your bonus to acquire shares in BioMarin Pharmaceutical Inc. You can also use a portion of your salary to acquire shares in BioMarin Pharmaceutical Inc. The money used to purchase the shares (bonus and, if desired, salary) will not be subject to income tax provided the shares are held within the Trust for 3 years. USC and PRSI are due on the appropriation of the shares. All costs associated with the purchase of shares and the operation and administration of the APSS are met by the Company. All costs associated with the sale or transfer of shares are paid for by you. 3

4 3. Who is eligible to participate in the Scheme? You are eligible to participate in the Scheme if: You are employed by the Company in the Republic of Ireland; You are liable to Irish income tax under Schedule E (PAYE system) on your earnings from that employment; and You have been employed for at least 6 months prior to the appropriation date each year. 4. How can I join the APSS? You will be notified each year by the Company of your entitlement to participate and you will be asked if you wish to participate. It is up to you to decide whether to take in whole or in part the eligible part of your bonus in shares. If you wish to participate in the APSS you must complete and sign a form of acceptance and a contract of participation and return this to the Company within the timeframe given by the Company at the time of the invitation. You should indicate on the form of acceptance whether you wish to invest the eligible part of your bonus only or the eligible part of your bonus plus an amount from salary. You will need to complete the form of acceptance and contract of participation each year in which you wish to participate in the Scheme. 5. How much can I receive each year? The current annual limit on the total value of shares which you may receive each year is 12,700 irrespective of whether funded by bonus only or bonus plus salary. Your entitlement will be based on the eligible portion of your bonus payable under the discretionary bonus scheme. If this is below the annual maximum of 12,700 you can choose to forego part of your salary to acquire shares in BioMarin Pharmaceutical Inc. up to a total value of 12, Company Bonus Each year in which it is decided to offer the Scheme to eligible employees, usually in Quarter 1, the Company will advise you of the amount of your bonus which you can invest in the Scheme. The bonus referred to is the bonus to which you may be entitled under the Company s discretionary bonus scheme and is not in addition to the existing discretionary bonus. Income tax will not be deducted from any of the bonus which you decide to invest in shares via the Scheme. The Company will pay the relevant amount of the bonus over to the Trustees who will purchase the shares and they will allocate the appropriate number of shares to you. USC and PRSI will be deducted from your other earnings on the value of the bonus which you decide to invest in shares. Any portion of your bonus not invested in shares via the Scheme will be paid to you via payroll and will be subject to the normal deductions for PAYE, PRSI, and USC. 4

5 7. Salary Foregone In any tax year in which you invest some or all of your eligible bonus in the Scheme you can increase your share entitlement by also foregoing part of your annual gross salary. If you forego part of your salary you will take a reduced salary and the amount of the salary foregone will be invested in shares via the Scheme. Income tax will not be deducted from the amount of your salary foregone. USC and PRSI will apply to the value of the shares acquired using the salary foregone and to minimise the impact on you the applicable USC and PRSI will be deducted each month from your other earnings to fund the liability of USC and PRSI on appropriation. If you choose to forego salary, your gross basic salary will be reduced on a prorated basis each month for the following months, April to November and the monies collected will be used to purchase shares in BioMarin Pharmaceutical Inc. in December. The Revenue has set the following limits/conditions in relation to salary foregone: 1. You may only forego the lesser of: o 7.5% of annual basic salary, or o An amount equivalent to the bonus invested (employer funding) to purchase shares 2. You may not carry forward any bonus or Salary Foregone paid in the current year for investment in the Scheme in a subsequent year Other conditions in relation to salary foregone 1. A decision to forego salary can be cancelled at any time up to 30 November in any tax year. You will not be entitled to recommence salary foregoing in the same tax year. 2. You must notify the Company in writing of your decision to cancel salary foregoing and what you wish to do with the amount already foregone in the relevant year. 3. Interest will not apply to Salary Foregone. 4. The amount of salary forgone will not reduce the remuneration when calculating the Revenue maximum for employee benefits on retirement. 8. How many shares will be allocated to me? The number of shares allocated to you will be based on the total amount invested in the scheme (bonus or bonus and salary) and the market value of the shares at the date of appropriation by the Trust of the shares. You will be notified, in writing, by the Trustees of the number of shares allocated to you. 9. What rights will I have while the Trustee holds my shares? 5

6 If you decide to buy the shares, you will be part-owner of the company from the date you are allocated shares under the Scheme. You will enjoy the rights of a shareholder through the Trustees, who will carry out your instructions and hold the shares on your behalf. In addition, from the date you are allocated shares you will be entitled to receive any dividends the parent company pays on the shares you own. These dividends represent your share of the parent company s profits. Please note that dividend income is liable to income tax at your marginal rate and must be reported in your annual tax return. However, until the shares are either transferred into your own name or are sold by the Trustee on your instructions, your shares will appear on the BioMarin Pharmaceutical Inc. register of shareholders in the name of the Trustee. It is, therefore, the Trustee, as the holder of the shares, who will have the legal right to attend and vote at general meetings. 10. How long must I leave my shares in the Trust? Your shares must generally be held by the Trust for a minimum of two years from the date of allocation (period of retention). During this period you cannot assign, pledge, transfer or otherwise dispose of your shares. At the end of the two year period you can request that the Trustee transfer the shares to you or sell the shares on your behalf. However, you will trigger an income tax charge if you transfer or sell the shares less than 3 years from the date of allocation (see comments regarding taxation below). Therefore it is more tax efficient to leave your shares in the Trust for at least three years. At the end of the three year period the Trustees will write to you with a Form of Election outlining your choices in relation to the shares: Transfer the shares to a stockbroker account; or Sell your shares If you request for your shares to be sold the proceeds, less any stockbroker charges, will be paid to you as soon as possible following the date of sale. 11. What is the tax treatment of my shares? 11.1 On Allocation of Shares You will in effect purchase shares out of pre-tax, USC and PRSI income (bonus or bonus and salary). You are not taxed on the value of the shares at allocation following purchase. However the value of the shares at allocation is subject to USC and PRSI. For example, if you are allocated 500 shares valued at 10 each, the USC and PRSI payable on appropriation is: USC: 5,000 x 7% = 350 PRSI: 5,000 x 4% = 200 6

7 The end effect is that salary forgone and bonus used to purchase the shares will be exempt from income tax, but not USC and PRSI. Please note the above example assumes that the USC rate applicable is 7% - the actual rate applicable will depend on your overall income level and the prevailing USC rates in the year of allocation of shares On Release from the Trust The taxation treatment of the shares on release from the Trust will depend on the period of time from allocation to release Three years or more following allocation If you leave the shares with the Trustee for three years you will not be subject to income tax on the release of the shares from the Trust. USC and PRSI will also not be payable on release as these will have applied at appropriation Less than three years from allocation You can instruct the Trustees to transfer the shares to you or to sell the shares after 2 years. However, a disposal or transfer of the shares before three years have elapsed from the date of allocation will give rise to a tax charge. You will be liable to pay income tax, but not USC and PRSI, on the lower of: The market value of the shares at the date of allocation to you; or The sales proceeds/market value at date of transfer. You should note that if you request a transfer of the shares to you before three years have elapsed you will be obliged to pay an amount of tax at the standard rate (currently 20%) on the amount you originally paid for the shares to the Trustees before the transfer can take place. The Trustee will pay this tax to the Revenue Commissioners and it will be offset against the final income tax liability arising on the transfer of the shares. Details of the transfer of the shares to you should be reported by you on your income tax return. Any additional tax payable should be paid by you to the Revenue Commissioners under the self-assessment system On sale If you sell your shares, either directly or by directing the Trustees to do so, for more than their original value (value at allocation) you may be liable to capital gains tax (CGT) on the excess over the original value. You are entitled to an annual personal exemption of 1,270. Any gains over the exemption limit will be subject to CGT (current rate is 33%). If you or the Trustees sell your shares at a loss (i.e. for less than the value at allocation) you can offset the loss against any capital gains arising in the same tax year. Any excess loss over capital gains can be carried forward and offset against capital gains arising in future years. CGT arising is payable as follows: Date of Disposal Date CGT Payable 7

8 1 January to 30 November in the tax year 1 December to 31 December in the tax year 15 th December in the tax year 31 st January of following year Details of the sale must be included on your income tax return for the tax year in which the sale occurs. Your income tax return should be submitted to Revenue by 31 October following the end of the tax year in which you dispose of your shares. Example Sale of shares after release Where you sell your shares at the release date when the market value of the shares is for example 50, your Capital Gains Tax (CGT) position would be as follows; assuming you sell 300 shares and the market value of a share at allocation was 45. Market value of shares at sale (300 x 50) 15,000 Less: Original cost (300 x 45) 13,500 Gain 1,500 Less: Annual Exemption 1,270 Taxable Gain 230 The CGT payable is i.e. 33%. We are not personal tax advisors and we recommend that you take advice from your personal financial/ tax advisor regarding the future disposal of the shares at the time of disposal as tax rules are subject to change Dividends Any dividends you receive may be subject to encashment tax and may be subject to US withholding tax. Broadly, the gross dividend will be taxable at your marginal rate of income tax and you will receive a credit for the encashment tax and up to 15% of US taxes withheld. The final amount of tax payable on dividends will depend on your individual circumstances. Dividends will also be subject to USC and PRSI. The dividend tax voucher issued to you with the dividend will show the encashment tax and US taxes deducted. The voucher should be kept in a safe place as evidence of the dividend received and tax credit attaching to the dividend Tax Returns 8

9 You should include your dividends on your income tax return. In addition, where shares are appropriated to you, you should report any taxable benefit on your income tax return for the year in which the shares are transferred to you /disposed off on your behalf. Please note per the above that USC and PRSI are due on appropriation. Income tax is only due where the shares are transferred to you or sold before the release date (3 years from allocation). You should state on your income tax return the value of any shares acquired under the Scheme for the tax year in which the shares are allocated to you. The disposal of shares should be included on the tax return for the year in which the shares are disposed. The filing date for an income tax return is 31 October following the end of the tax year. 12. What happens if I leave the Company? If you leave the Company other than in the specific circumstances mentioned below (death, reach age 66, injury, disability or redundancy), your shares will continue to be held by the Trustees up to the three year anniversary following the date of allocation. Once the three years have expired you sell the shares or transfer them to another broker account in your name On death In the event of your death your shares may be transferred to your personal representatives or the shares may be sold and the proceeds paid to your personal representatives. No income tax, PRSI, USC or CGT will arise on the transfer of the shares to your estate or on the sale of the shares and the payment of the proceeds to your estate (irrespective of how long the shares have been held in the Trust) Reach State Pension Age (currently age 66) or leave the Company due to injury, disability or redundancy In the event of you leaving the company due to injury, disability or redundancy or when you reach State Pension Age the Period of Retention ends automatically and you may instruct the Trustees to: Transfer the shares to a stockbroker account in your name, or Sell the shares However, due to the potential tax liabilities, the Trustees will continue to hold the shares for you until three years following the date of allocation unless you instruct them otherwise. If you choose to transfer or sell your shares before the three year period has elapsed you will be subject to income tax on the lower of: 9

10 50% of the original market value of the shares at allocation, or 50% of the market value of the shares at the date of transfer/sale. If the sale or transfer occurs at least three years from the date of allocation no income tax or USC will apply. Please refer to the section dealing with the tax implications on sale as in either case capital gains tax may be payable on the sale of the shares. 13. Are my pension rights affected Participation in the Scheme by a Participant is a matter entirely separate from any pension right or entitlement that you may have. The terms and conditions of participation in this Scheme shall in no respect whatever affect in any way a Participant s pension rights. 14. Can the Scheme be amended or terminated? The Company may decide for commercial or legal reasons to alter some of the Scheme rules or to terminate the Scheme. Any amendment to the rules will be subject to Revenue approval. You will be advised of any such developments. 15. Miscellaneous This booklet is a general guide to help you understand how the Scheme operates. For legal purposes, the scheme is governed by its rules and if there is any discrepancy between the rules and this booklet, the rules will prevail. A copy of the Trust Deed and Rules is available on request from the Company Secretary. You should be aware that tax regulations may change in the future. Your tax position depends on your personal circumstances. If you are in any doubt at all as to what your liability to Income and Capital Gains Tax may be, you should seek professional advice. The value of your shares may go down as well as up and past performance may not be a reliable guide to future performance. The price of BioMarin Pharmaceutical Inc. shares on the Nasdaq Stock Exchange varies according to supply and demand, as in any other market. It is important to remember that the value of shares is not guaranteed it rises and falls depending on group performance and general economic conditions. Please note that the shares will be purchased on the Nasdaq Stock Exchange and these shares are denoted in US dollars. This means that fluctuations in the US dollar/euro exchange rate will affect the value of your investment. No representation or warranty is made by the Parent Company, the Company or any of the directors of the Company as to the value of BioMarin Pharmaceutical Inc. shares. 10

11 Appendix I Definition of Terms Certain terms are referred to in this booklet and in the Form of Acceptance & Contract of Participation. These terms are defined here for your ease of reference. ACT The Taxes Consolidation Act, APPROPRIATION DATE The date on which a Scheme Share is allocated by the Trustees to the participant under the Scheme. APPROPRIATE PERCENTAGE That part of the Locked-in Value on which income tax and any other applicable taxes will be charged subject to the number of years the shares have been held in the Scheme by the Trustees on behalf of the participant. LOCKED-IN VALUE Represents the initial value of the Scheme Shares, except in special circumstances e.g. on a rights issue. You will be given details if any such situation arises. PERIOD OF RETENTION The period during which a participant in the Scheme has undertaken to: leave his/her Scheme Shares with the Trustees, and not to assign, charge or otherwise dispose of his/her beneficial interest in them. This period begins on the Appropriation Date and usually ends on the second anniversary of that date. However, the Period of Retention will end on the occurrence of any of the following events if the event occurs before the second anniversary: the ending of the participant s employment by the Company because of injury, disability or redundancy (within the meaning of the Redundancy Payments Acts, 1967 to 2003). the participant reaching the State Pension Age (within the meaning of the Social Welfare Consolidation Act 2005 currently age 66), or the participant s death. RELEASE DATE The third anniversary of the Appropriation Date after which the shares can be transferred into your own name, or sold, without incurring any liability to income tax. SCHEME The BioMarin Approved Profit Sharing Scheme as constituted by the Rules and Trust Deed. 11