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ARTICLE 9

ASSOCIATED ENTERPRISES

1. Where

a) an enterprise of a Contracting State participates directly or indirectly in the management, control or capital

of an enterprise of the other Contracting State, or

b) the same persons participate directly or indirectly in the management, control or capital of an enterprise

of a Contracting State and an enterprise of the other Contracting State,

and in either case conditions are made or imposed between the two enterprises in their commercial or financial

relations which differ from those which would be made between independent enterprises, then any profits which

would, but for those conditions, have accrued to one of the enterprises, but, by reason of those conditions, have

not so accrued, may be included in the profits of that enterprise and taxed accordingly.

2. Where a Contracting State includes in the profits of an enterprise of that State – and taxes accordingly –

profits on which an enterprise of the other Contracting State has been charged to tax in that other State and the

profits so included are profits which would have accrued to the enterprise of the first-mentioned State if the

conditions made between the two enterprises had been those which would have been made between

independent enterprises, then that other State, if it agrees that the adjustment made by the first-mentioned State

is justified both in principle and as regards the amount, shall make an appropriate adjustment to the amount of

the tax charged therein on those profits. In determining such adjustment, due regard shall be had to the other

provisions of this Convention and the competent authorities of the Contracting States shall if necessary consult

each other.

ARTICLE 10

DIVIDENDS

1. Dividends paid by a company which is a resident of a Contracting State to a resident of the other

Contracting State may be taxed in that other State.

2. However, such dividends may also be taxed in the Contracting State of which the company paying the

dividends is a resident and according to the laws of that State, but if the beneficial owner of the dividends is a

resident of the other Contracting State, the tax so charged shall not exceed:

a) 5 per cent of the gross amount of the dividends if the beneficial owner is a company (other than a

partnership) that has held directly, for the period of twelve months ending on the date on which entitlement to the

dividends is determined, at least 10 per cent of the capital of the company paying the dividends;

b) 15 per cent of the gross amount of the dividends in all other cases.

The competent authorities of the Contracting States shall by mutual agreement settle the mode of application

of these limitations. This paragraph shall not affect the taxation of the company in respect of the profits out of

which the dividends are paid.

3. The term “dividends” as used in this Article means income from shares, “jouissance” shares or

“jouissance” rights, mining shares, founders' shares or other rights, not being debt-claims, participating in profits,

as well as income from other corporate rights which is subjected to the same taxation treatment as income from

shares by the laws of the State of which the company making the distribution is a resident. The term also includes

profits attributed under an arrangement for participation in profits (“associação em participação”).

4. The provisions of paragraphs 1 and 2 shall not apply if the beneficial owner of the dividends, being a

resident of a Contracting State, carries on business in the other Contracting State of which the company paying

the dividends is a resident through a permanent establishment situated therein and the holding in respect of

which the dividends are paid is effectively connected with such permanent establishment. In such case the

provisions of Article 7 shall apply.