Private ruling: Employee share scheme
Date of advice: 20 October 2025
Published: 8 December 2025
Ruling period: 1 July 2025 to 30 June 20XX | 1 July 2026 to 30 June 20XX | 1 July 2027 to 30 June 20XX | 1 July 2028 to 30 June 20XX | 1 July 2029 to 30 June 20XX
Date scheme commenced: 1 July 20XX

Ruling: Q1: Will the irretrievable cash contributions by A Co to the Trustee, to fund the acquisition of fully paid ordinary shares in A Co (Shares) by the Trust for the purposes of A Co's employee share plans (Plans) be assessable income of the Trust under section 6-5 or 6-10 of the Income Tax Assessment Act 1997 (ITAA 1997)? | A1: No. | Q2: Will a capital gain or capital loss that arises for the Trustee at the time when the Participants to the Plans become absolutely entitled to Shares (capital gains tax ( CGT ) event E5) be disregarded under section 130-90 of the ITAA 1997 if the Participants acquire the Shares for the same or less than the cost base of the shares in the hands of the Trustee? | A2: Yes.

Relevant facts and circumstances: A Co an Australian listed company and the head company of an income tax consolidated group (the A Co TCG). A Co's current employee share plans are: • Plan A • Plan B • Plan C • Plan D • Plan E • Plan F • Salary Sacrifice Plan G • Salary Sacrifice Plan H (together, the Plans). Performance Rights Plans The Performance Rights issued under the Performance Rights Plan (Plan A, Plan B, Plan C, Plan D, Plan E and Plan F) are governed by Performance Rights Plan Rules (PRPR). Under the PRPR, the Board may determine the Eligible Employees who are eligible to participate in the Plan from time to time. To the extent of any inconsistency, the terms and conditions advised to an Eligible Employee by the Board in an invitation will prevail over any other provision of the rules. Eligible Employees are issued invitations to apply for a grant of Performance Rights which vest according to performance criteria. The Invitation will outline the number of Performance Rights offered and the performance conditions. Upon acceptance of an Invitation, the Board will grant the Performance Rights to the Eligible Employee free of charge and under the name of the Eligible Employee, unless the Board determines otherwise. The Performance Rights will vest at the end of the Performance Period, subject to the satisfaction of the Vesting Conditions. At the end of a Performance Period, the Board determines the proportion of Performance Rights which vest to the participant. Once the Performance Rights vest and are exercised or following the exercise of a Vested Right, the Participant will be entitled to one Share for each Vested Right. Performance Rights can lapse by: • expiry of the right in accordance with a provision of the PRPR (including in accordance with a term of an Invitation) • the receipt of a notice from the Participant to the effect that they have elected to surrender the Performance Right • the Board determining the Participant has acted fraudulently, dishonestly or wilfully breached the Participant's duties. Participants are subject to transfer restrictions under the PRPR. A Participant may not deal with a Share acquired under the PRPR (a Restricted Participant Share) until the end of any period specified by the Board in the invitation or the end of any other period determined by the Board in accordance with Applicable Law. The PRPR sets out various conditions where clawback policy may apply to the Participant. In the event of clawback, the Board may determine that any Performance Rights held by the Participant will lapse or be deemed to be forfeited. Where Restricted Participant Shares held by the Trustee are forfeited, the Participant's rights in the Restricted Participant Shares will be extinguished for nil consideration and the Restricted Participant Shares will be held as general trust property according to the Trust Deed. The Board may, at any time in the future, direct the Trustee to hold the Restricted Participant Shares for the benefit of a different or new Participant. The PRPR provides that Subdivision 83A-C of the ITAA 1997 applies to the plan subject to the requirements of the ITAA 1997. Any Shares issued, transferred or allocated on the Vesting and exercise (if required) of Performance Rights rank equally with other shares then on issue. The Shares will be held by the Trustee on behalf of the Participant subject to conditions as specified in the PRPR. Where Shares are held by the Trustee on behalf of a Participant, those Shares will be registered in the name of the Trustee. Plan A Plan A is a short-term incentive plan for XX and XX staff. It is governed by the terms contained in the PRPR which are set out above. Participation in the Plan A is through annual invitation and operates at the discretion of the Board. To the extent of any inconsistency between the terms of the Invitation and the Plan A guide and the PRPR, the terms of the Invitation will prevail to the extent of the inconsistency. The Base Award is calculated by multiplying the Total Fixed Remuneration (TFR) at the commencement of the performance period (i.e. 1 July or when the Participant commences in an eligible role) by the participating percentage. Eligible employees are invited to participate in the Plan A and accept the offer online. Participant will be asked to elect the proportion of the Plan A that will be delivered as Performance Rights. The Plan A can be taken as either 100% Performance Rights, or 50% Performance Rights and 50% cash. The number of Performance Rights granted is based on the Performance Rights ($ value) divided by the Volume Weighted Average Price (VWAP) of the Company Share traded on the ASX over the first five trading days of the performance period as set out in the invitation letter. The number of Performance Rights granted, plus the value of the potential cash award, represents the Maximum Plan A Opportunity. A Performance Right granted under the Plan A is a Right to one Share subject to satisfaction of the performance conditions and other terms set out in the Plan A Guidelines and the PRPR. Subject to the achievement of the relevant performance conditions, at the end of the performance period, some or all the Performance Rights may vest and convert to Vested Rights. As part of the acceptance process, the Participant can elect either a default option where rights awarded on vesting will be automatically exercised to shares with no further restrictions or holding conditions, or a flexible option which gives greater flexibility around exercising and tax deferral periods. If the Flexible Option is elected, the Participant will have the option to select a tax deferral and non-disposal period (Holding Condition) to apply to any Shares issued following exercise of the Vested Rights (A Vested Right is a guaranteed Right to one Share). Vested Rights do not automatically convert to a Share prior to their expiry date and must be exercised at the election of the holder. If a Holding Condition is elected, any shares awarded to the Participant will be awarded as Restricted Shares. Vesting of the Plan A is based on assessment of the Plan A performance measures, any exercise of the Board's discretion, the terms of the Invitation, the Plan A Guidelines and the PRPR. Unvested Performance Rights remain subject to performance conditions and are not eligible to receive dividends. Participants will receive the net Accumulated Dividend Payment after exercise of Vested Rights. Participants will be entitled to all dividends paid or Restricted Shares and Shares held. Plan A Participants are required to acquire and hold a minimum shareholding in A Co in line with the Directors' and Executives' Shareholding Policy. This can be achieved through holding both A Co shares and Vested Rights. Plan B Plan B is a long-term incentive plan for XX and XX staff. It is designed to align and incentivise long term performance with shareholder interests. Participation in the Plan B is through an annual invitation to eligible employees and operates at the discretion of the Board. The Plan B Guide forms part of and is incorporated by reference into the terms of the invitation. To the extent of any inconsistency between the terms of the invitation and the Plan B Guide and the PRPR, the terms of the invitation will prevail to the extent of the inconsistency. The Base Award is calculated by multiplying the TFR at the commencement of the Performance Period (i.e. 1 July) by the Plan B participating percentage (as outlined in the invitation letter). The Plan B is offered in Performance Rights. The number of Performance Rights granted is based on the Plan B Base Award ($ value) divided by the VWAP of Company Shares traded on the ASX over the first X trading days of the performance period as set out in the invitation letter. A Performance Right granted under the Plan B is a Right to one Share subject to satisfaction of the performance conditions, other terms set out in the Plan B Guidelines and the PRPR. Subject to the achievement of the relevant performance conditions, at the end of the performance period, some or all of the Performance Rights may vest and convert to Vested Rights. A Vested Right is a guaranteed Right to one Share. Vested Rights do not automatically convert to a Share prior to its expiry date and must be exercised at the election of the holder. As part of the acceptance process, the Participant can elect either a default option where rights awarded on vesting will be automatically exercised to shares with no further restrictions or holding conditions, or a flexible option which gives greater flexibility around exercising and tax deferral periods. The Plan B performance measures include a XX% weighting on Relative Total Shareholder Return (rTSR) and XX% weighting on specific strategic measures. Unvested Performance Rights remain subject to performance conditions and are not eligible to receive dividends. Participants will receive the net Accumulated Dividend Payment after exercise of Vested Rights. Participants will be entitled to all dividends paid or Restricted Shares and Shares held. Plan C Plan C is A Co's staff short-term incentive plan. Plan C operates at the discretion of the Board. Participation in the Plan C is extended through an X invitation and, unless otherwise determined, the invitation will be issued on terms consistent with the Plan C Guidelines and the PRPR. To the extent of any inconsistency between the terms of the invitation and the Plan C Guidelines and the PRPR, the terms of the invitation will prevail to the extent of the inconsistency. Participants are eligible to participate if they are a full-time or a part-time direct employee of A Co who was employed before 1 April and remain employed at the end of the Plan C Performance Period (30 June). Plan C Opportunity is calculated by multiplying the Participating TFR by the Participating %. The outcome of the Plan C is driven by the achievement of the Company, Team (if applicable) and Individual performance objectives. The final award is calculated by multiplying the Plan C Opportunity by the total performance outcomes. Plan C comprises of an offer to Participants of a combination of cash and/or Shares (with mandatory X-month non-disposal period). If the Participant does not accept the offer and make an election, the award will default to XX% cash payment. If Participant choose to receive either XX% or XX% of the total award in shares, the cash amount will be reduced accordingly. If the Participant elects to receive a portion or all of the Plan C in shares, the value of the award will be increased as Participant will be awarded Unvested Rights with a value equivalent to XX% of the share election. The Plan C Share (Tranche 1) portion of the award will be awarded as Restricted Shares with a X-month mandatory non-disposal period. The uplift portion (Tranche 2) of the Plan C awarded as Unvested Rights will have a mandatory X-month non-disposal period and a X-month forfeiture condition (the right to the shares will be forfeited if the Participant leave within X months of the Unvested Rights being granted). The number of Restricted Shares and Unvested Rights granted will be the value of the share component of the Plan C Award divided by the VWAP of A Co shares traded on the ASX over the XX trading days prior to issue. Under the Plan C, Participant will receive the dividends on Restricted Shares and Ordinary Shares. Unvested Rights do not attract dividends, as such there are no dividends associated with the uplift portion of the Plan C until the end of the X-month restriction period when Unvested Rights convert to Ordinary Shares. Plan D Plan D is A Co's long-term incentive plan for senior managers. It is designed to align and incentivise long term performance with shareholder interests. Plan D operates at the discretion of the Board. Participation in the Plan D is through an X invitation. The Plan D Guidelines forms part of, and is incorporated by reference into, the terms of the Invitation. To the extent of any inconsistency between the terms of the Invitation and the Plan D Guidelines and the Performance Rights Plan Rules, the terms of the Invitation will prevail to the extent of the inconsistency. Plan D Base Award is calculated by multiplying the TFR at the commencement of the Performance Period (i.e. 1 July) by the Plan D participating percentage (as outlined in the invitation letter). Awards under the Plan D are offered in the form of Performance Rights. A Performance Right is a Right to one Share subject to satisfaction of the performance conditions and other terms set out in the Plan D Guidelines and the PRPR. The number of Performance Rights granted is based on the Plan D Base Award ($ value) divided by the VWAP of Company Shares traded on the ASX over the first five trading days of the performance period. The VWAP is set out in the invitation letter. Subject to the achievement of the relevant performance conditions, at the end of the performance period, some or all the Performance Rights may vest and convert to Shares. The number of Performance Rights that vest is based on the achievement of the Plan D performance measures. The Plan D performance measures include a XX% weighting on rTSR and XX% weighting on specific strategic measures. Performance Rights related to the achievement of the Plan D targets will vest and exercise to Shares with no further performance conditions. Unvested Performance Rights will lapse. Unvested Performance Rights remain subject to performance conditions and are not eligible to receive dividends. Plan E Plan E is A Co's equity-based retention plan. It forms part of the strategy adopted to support the retention of key individuals who have been identified by A Co or any of its wholly-owned subsidiaries as critical to the delivery of current and future business outcomes. Participation in the Plan E is by invitation only and determined at the sole discretion of the Company. To the extent of any inconsistency between the terms of the invitation and the Plan E Guide and the PRPR, the terms of the Invitation will prevail to the extent of the inconsistency. Awards granted under the Plan E are in the form of Performance Rights. The number of Performance Rights to be awarded to the Participant is set out in the invitation letter. The award will vest in tranches throughout the retention period. The vesting schedule (which includes the weighting and vesting date of each tranche) is set out in the invitation letter. A Performance Right is a right to one fully paid ordinary share in the Company subject to satisfaction of the performance conditions, other terms set out in the Plan E Guidelines and the PRPR. Regardless of the outcomes of the above performance conditions and any other vesting conditions, the Board may, in its absolute discretion, determine that vesting of some or all of the Performance Rights is not justifiable or supportable, in which case the Board may determine that some or all of the Performance Rights that would otherwise have vested will not vest and will instead lapse. Unvested Performance Rights remain subject to performance conditions and are not eligible to receive dividends. Plan F Plan F recognises the exceptional contribution of the highest performing employees across the business who, through their actions and behaviours, have significantly contributed to the annual objectives of A Co and have exceeded all expectations, such that they have had a significant impact on A Co's results over the performance year. Plan F operates at the absolute discretion of the Board and participation in the Plan F is not guaranteed as part of employment conditions. The invitation to participate in the Plan F will be issued on terms consistent with Plan F Guide and the PRPR. To the extent of any inconsistency between the terms of the invitation, the Plan F Guide and the PRPR, the terms of the invitation will prevail. The Plan F is awarded as Vested Rights with a mandatory X-month Non-Disposal Period and a X-month Forfeiture condition. This means that the right to the Shares will be Forfeited if the Participant leave within X months of the Date of Award. The number of Vested Rights granted to the Participant will be determined at the absolute discretion of the Board, with reference to the extent to which the Participant have exceeded relevant objectives. The number of Vested Rights that will be awarded to the Participant will be set out in an award letter. Each Vested Right entitles the holder to one fully paid ordinary share in the Company, subject to the PRPR and the other terms set out in the Plan F Guide. Vested Rights will only become Shares when the Participant exercises the Vested Rights. Vested Rights exercised during the Non-Disposal Period will be awarded as Restricted Shares that cannot be sold until the Non-Disposal Period ends. Vested Rights that have not been exercised during the X-month Non-Disposal Period will be automatically exercised at the end of the period. Salary Sacrifice Plan G Eligible participants to the Salary Sacrifice Plan G (Plan G) are all permanent full-time or part-time employee of A Co at the time of Offer as well as fixed term employees whose term of employment is for a period of 12 months or more, still an employee of A Co as at the Acquisition Date and Australian resident for tax purposes. Under the Plan G, employees are to: • nominate between AUD $XXXX and $XXXX per annum of their pre-tax salary to be salary sacrificed to acquire shares (Salary Sacrifice Share) in A Co (deducted each monthly pay in X equal amounts); • elect the non-disposal and income tax deferral period (between X and XX years). The Plan G Shares will be subject to a holding condition during which the Plan G Shares cannot be sold or transferred. The Plan G Shares will be released to the Participant following the end of the holding condition (or sooner in special circumstances such as cessation of employment). Each Participant's Salary Sacrifice contribution under the Plan G will be made from the Participant's Remuneration prior to the deduction of any applicable income tax from that Remuneration. The Plan G provides that the Plan G is a scheme to which Subdivision 83A-C of the ITAA 1997 applies (subject to the conditions in the ITAA 1997). Each month, within X working days of the salary contribution, Shares in A Co will be acquired on the Participant's behalf by the Plan Trustee. The salary contribution will be used to acquire Shares on market or new issue Shares will be allocated to the Participant, the number of Shares acquired on the Participant's behalf will be rounded down to the nearest whole Share. All Participant Shares issued, transferred or allocated to the Trustee to be held on behalf of a Participant under the Plan will rank pari passu in all respects with the Shares on issue except for any rights attaching to the Shares by reference to a record date prior to the date of their allotment, transfer or allocation, and subject to any restrictions on transfer applicable under these Rules or the Invitation. Subject to the terms of the Trust Deed and Invitation, where the Trustee holds Participant Shares on behalf of a Participant, the dividends payable on those Participant Shares will be paid by the Company to the Trustee, and the Trustee will pay any such dividends to the Participant as soon as reasonably practicable after those dividends are paid by the Company to the Trustee. To the extent of any inconsistency, the terms and conditions advised to an Eligible Person by the Board in an Invitation will prevail over any other provision of the rules in the Plan G. Salary Sacrifice Plan H Plan H supports NEDs to build their shareholdings in A Co and acts as a means of aligning the interests of NEDs and shareholders. A Participant to the NED SSSRP is a NED of A Co at the date on which the Plan Trustee acquires the Shares on the Participant's behalf and an Australian resident for tax purposes. Under the Plan H, NEDs can salary sacrifice a portion, or all, of the Director's Fees to acquire Vested Rights by nominating an amount to be deducted from the Director's Fees as an ongoing contribution from each monthly payment of Director's Fee in equal amounts. Vested Rights will be granted in XXX and XXX each year following the release of half and full year results. The Shares acquired under the Plan will be held by the Plan Trustee in accordance with the Trust Deed until the Participant choose to exercise the Vested Rights (at which point the Participant will acquire the Shares). Once granted, Vested Rights may be exercised at any time (up to XX years from the date of grant). The Plan Trustee must comply with the terms of the Trust Deed. Any entitlement to Vested Rights is contingent on the Participant remaining engaged by A Co on the grant dates. The number of Vested Rights granted will be determined by dividing the contribution from the Director's Fees by the value per Vested Right which was the VWAP of Shares purchased on market (at the applicable market price) at the time of grant. The Vested Rights do not carry any voting rights until they are exercised into Shares. Once the Vested Rights are exercised into Shares, the Participant will be able to exercise voting rights in respect of the Shares. In the event that the Participant ceases to be a NED, all Vested Rights will be automatically exercised, and Shares will be allocated to the Participant. Any Holding Lock will be lifted on the day that the Participant cease to be a NED. The Trust The Trust was established for the sole purpose of obtaining Shares for the benefit of Participants, including subscribing for or acquiring, allocating, holding and delivering Shares under various employee equity plans for the benefit of Participants. If there is any inconsistency between the Deed, the Plan Rules or the Terms of Participation, the Trust Deed shall prevail to the extent of any such inconsistency. Nothing in the Trust Deed confers or is intended to confer on the Company any charge, lien or any other proprietary right or proprietary interest in the Shares acquired by the Trustee in accordance with the Trust Deed. A Co does not have any beneficial interest in the Trust Assets, other than in respect of the Trustee's right of indemnity. Upon Termination of Trust, if there are any Trust Assets remaining, the Trustee must not pay any balance to any member of the Group. Trust Share means a Share which is held by the Trustee in accordance with the terms of the Trust Deed and includes any bonus shares issued in respect of the Trust Share under any Bonus Issue made by the Company to shareholders and any shares subscribed for as part of a Rights Issue. The Trustee declares and agrees that each Participant is, subject to the relevant Plan Rules and relevant Terms of Participation: • the beneficial owner of the Trust Shares held by the Trustee on their behalf, and • absolutely entitled to all other benefits and privileges attached to, or resulting from holding, those Trust Shares, and • it will deal with Trust Shares and any Trust Assets in respect of Trust Shares in accordance with the directions of the Company in accordance with the terms of the Trust Deed, and subject to any inconsistency with the terms of the Trust Deed, the directions of the relevant Participant, the terms of the relevant Plan Rules, and/or the relevant Terms of Participation, except where it would be required to incur a cost, expense or liability in so doing for which it is not fully indemnified. The Trustee's activities are limited to managing employee share schemes (as that term is defined in section 1100L(1) of the Corporations Act ) of A Co. Trustee's general powers The Trustee in its reasonable discretion has the full power to do all things a trustee is permitted to do by law in respect of the Trust, the Trust Shares and the Trust Assets, including the following: • to enter into and execute all contracts, deeds and other documents and do all acts, matters or things it in its discretion considers necessary to give effect to and carry out the trusts, authorities, rights, powers and discretions conferred on the Trustee under this Deed; • to subscribe for, purchase or otherwise acquire Trust Assets, Shares, rights or privileges which the Trustee is authorised by this Deed to acquire on such terms and conditions as it thinks fit, and do all things incidental to this activity; • to sell or otherwise dispose of Trust Assets, shares, rights or privileges which the Trustee is authorised by this Deed to dispose of on such terms and conditions as directed by the relevant Participant, and do all things incidental to this activity; • to receive dividends or distributions on the Trust Shares and to apply those amounts in accordance with this Deed; • to sell or transfer the Trust Shares to the Participant and apply the proceeds of sale in accordance with this Deed and the relevant Plan Rules and relevant Terms of Participation; • to pay an Accumulated Dividend Payment to the relevant Participant as soon as reasonably practicable following the Participant's exercise of its Vested Rights and the issue, transfer or allocation to the Participant of Shares; • to sell any rights relating to the Shares and apply the proceeds of sale in accordance with the Trust Deed; • make rules or adopt procedures not inconsistent with the provisions of this Deed, the relevant Plan Rules, and the relevant Terms of Participation in relation to the calculation and rounding off of the contributions, dividends, interest or other amounts, or to the determination of periods of time; • to do all acts, matters or things which the Trustee in its discretion considers necessary or expedient to administer and maintain the Trust and the Trust Assets or for the purpose of giving effect to, and carrying out, the trusts, powers and discretions conferred on the Trustee by this Deed or the law. The Trustee agrees: • the Trust will be managed and administered so that it satisfies the definition of 'employee share trust' for the purposes of section 130-85(4) of the ITAA 1997 • the Trustee acknowledges and agrees that, in its capacity as trustee of the Trust, its activities are limited to managing employee share schemes (as that term is defined in section 110L(1) of the Corporations Act) of the Company. The key operating terms of the Trust are set out below: • the Trust will be funded by contributions from A Co and Employer Entities (i.e. for the purchase of shares in accordance with the Plans). • upon receiving the notice and sufficient payment or having sufficient capital as required by that notice, the Trustee must within X days (or other period as the Board determines), purchase the requisite number of Shares on market or off market on behalf of the relevant Participant(s) or Participants generally. • shares acquired by the Trustee must be allocated to the relevant employees and held on their behalf as soon as reasonably practicable where required to do so, or permitted, by the relevant Plan Rules. • the structure of the Trust and the Plans are such that Shares may be dealt with at any time after the Restrictive Period lapses, in the following manner: ­ ated to each Participant will generally be transferred into the name of the Participant (i.e. legal title) upon a Withdrawal Notice being lodged with and approved by the Board; or ­ rustee can sell shares on behalf of the Participant, where permitted to do so by the Participant, resulting in a cashless exercise for them. That is, the Participant receives proceeds on sale of shares by the Trust less the exercise price (if any) and any brokerage costs. • the following applies to Unallocated Trust Shares: ­ rustee must not exercise any voting rights in relation to Unallocated Trust Shares. ­ rustee may apply any capital receipts, dividends or other distributions received in respect of Unallocated Trust Shares to: • purchase further Shares to be held on trust for the purposes of this Trust; and/or • pay an Accumulated Dividend Payment to the relevant Participant as soon as reasonably practicable following the Participant's exercise of its Vested Rights and the issue, transfer or allocation to the Participant of Shares. ­ rustee must not participate in any Rights Issues in respect of Unallocated Trust Shares. ­ rustee must hold any bonus shares issued in respect of the Unallocated Trust Share on trust for the purposes of this Deed; and ­ rustee must keep an account of all Unallocated Trust Shares acquired by the Trustee that are held as Trust Assets. ­ ompany may direct the Trustee to allocate Unallocated Trust Shares to a Participant from time to time. Following the allocation to a Participant of Trust Shares held by the Trustee in accordance with this Deed, the Company may direct the Trustee to continue to hold those Trust Shares on behalf of the Participant and on the terms of this Deed. • The following applies to Forfeited Shares: ­ s discretion, the Board may from time to time by notice in writing direct the Trustee to hold or reallocate any Forfeited Shares (or the proceeds of sale of such Forfeited Shares) for the benefit of one or more Participants; or for the benefit of any of the Plans. ­ rustee may, in consultation with the company, apply any dividends, bonus shares or other benefits received by the Trustee in respect of any Forfeited Shares or any proceeds of sale of any Forfeited Shares for any permitted activity under subsection 130-85(4) of the ITAA 1997. In the event the Trust is terminated, if there are any Trust Assets remaining in the Trust following distribution to Participants of any Trust Shares and any Net Income attributable to Participants or application of Trust capital, those Trust Assets must be applied in whole or in part for the benefit of one or more of the following beneficiaries as the Trustee thinks fit: • an employee share or option trust established and maintained for the benefit of all or any employees of the Group; • a superannuation fund sponsored by the Company; or • any charity nominated by the Trustee. The Trustee must not pay any balance of the remaining Trust Assets to any member of the Group. Other matters For the period from XX XXX 20XX to XX XXX 20XX, in respect of the Trust Deed (as amended and restated by the Second Amendment and Restatement Deed), the following clauses were not exercised by the Trustee. • Information supplied The X Amendment and Restatement Deed for the Trust Deed was executed on XX XXX 20XX. With effect from the date of the execution of the Amendment and Restatement Deed, the above clauses have been amended or deleted.

Relevant legislative provisions: Income Tax Assessment Act 1936 section 95 | Income Tax Assessment Act 1936 subsection 95(1) | Income Tax Assessment Act 1997 section 6-5 | Income Tax Assessment Act 1997 section 6-10 | Income Tax Assessment Act 1997 section 10-5 | Income Tax Assessment Act 1997 Division 83A | Income Tax Assessment Act 1997 Subdivision 83A-B | Income Tax Assessment Act 1997 Subdivision 83A-C | Income Tax Assessment Act 1997 subsection 83A-10 | Income Tax Assessment Act 1997 subsection 83A-10(1) | Income Tax Assessment Act 1997 subsection 83A-10(1)(a) | Income Tax Assessment Act 1997 subsection 83A-10(1)(b) | Income Tax Assessment Act 1997 subsection 83A-10(2) | Income Tax Assessment Act 1997 subsection 83A-20 | Income Tax Assessment Act 1997 subsection 83A-20(1) | Income Tax Assessment Act 1997 subsection 83A-105 | Income Tax Assessment Act 1997 subsection 83A-105(1) | Income Tax Assessment Act 1997 subsection 104-75 | Income Tax Assessment Act 1997 subsection 104-75(1) | Income Tax Assessment Act 1997 subsection 104-75(2) | Income Tax Assessment Act 1997 subsection 104-75(3) | Income Tax Assessment Act 1997 subsection 130-85 | Income Tax Assessment Act 1997 subsection 130-85(1) | Income Tax Assessment Act 1997 paragraph 130-85(1)(a) | Income Tax Assessment Act 1997 paragraph 130-85(1)(b) | Income Tax Assessment Act 1997 paragraph 130-85(1)(c) | Income Tax Assessment Act 1997 subsection130-85(2) | Income Tax Assessment Act 1997 subsection130-85(3) | Income Tax Assessment Act 1997 subsection 130-85(4) | Income Tax Assessment Act 1997 paragraph 130-85(4)(a) | Income Tax Assessment Act 1997 paragraph 130-85(4)(b) | Income Tax Assessment Act 1997 paragraph 130-85(4)(c) | Income Tax Assessment Act 1997 section 130-90 | Income Tax Assessment Act 1997 subsection 130-90(1A) | Income Tax Assessment Act 1997 subparagraph 130-90(1A)(a) | Income Tax Assessment Act 1997 subparagraph 130-90(1A)(b)(i) | Income Tax Assessment Act 1997 subparagraph 130-90(1A)(b)(ii) | Income Tax Assessment Act 1997 subparagraph 130-90(1A)(c) | Income Tax Assessment Act 1997 subsection 130-90(1) | Income Tax Assessment Act 1997 paragraph 130-90(1)(a) | Income Tax Assessment Act 1997 paragraph 130-90(1)(b) | Income Tax Assessment Act 1997 paragraph 130-90(1)(c) | Income Tax Assessment Act 1997 paragraph 130-90(1)(d) | Income Tax Assessment Act 1997 subsection 130-90(2) | Income Tax Assessment Act 1997 Division 128 | Income Tax Assessment Act 1997 subsection 995-1(1)

Reasons for decision: Summary: The irretrievable cash contributions by A Co as head company of the A Co TCG to the Trustee, to fund the acquisition of fully paid ordinary shares in A Co by the Trust for the purposes of the Plans, will not be assessable income of the Trust under section 6-5 or 6-10 of the ITAA 1997. | Detailed Reasoning - Assessable income of the Trust under section 6-5 or 6-10: The total assessable income of a trust estate is calculated as if the trustee were a resident taxpayer in respect of that income (subsection 95(1) of the ITAA 1936). Subsection 6(1) of the ITAA 1936 states that 'assessable income' has the meaning given by subsection 995-1(1), which takes the meaning given by sections 6-5 and 6-10. The assessable income of a taxpayer includes income under ordinary concepts (section 6-5) or statutory income (section 6-10). Section 10-5 contains a summary list of the provisions for statutory income. None of the provisions listed in section 10-5 are relevant in the present circumstances. Therefore, the non-refundable cash contributions made by A Co to the Trustee of the Employee Share Trust will not be assessable income under section 6-10. The contributions will only be included in the calculation of the net income of the Trust under section 95 of the ITAA 1936 if they are assessable as income according to ordinary concepts under section 6-5. Receipts of a capital nature do not constitute income according to ordinary concepts, whether or not incurred in carrying on a business. In ATO Interpretative Decision ATO ID 2022/965 Income Tax - Trustee not assessable on employer contributions made to it under the employer's employee share scheme , the Commissioner expresses the view that funds provided to the trustee of an employee share scheme for the sole purpose of providing shares under the scheme will constitute capital receipts to the trustee and are not assessable under section 6-5 or 6-10. An employee share scheme is a scheme under which ESS interests in a company are provided to employees of a company, or their associates, in relation to their employment (subsection 83A-10(2)). An 'ESS interest' is a beneficial interest in a share in a company, or a beneficial interest in a right to acquire a beneficial interest in a share in a company (subsection 83A-10(1)). Under the Plans, each Participant will acquire a Share or a Performance Right and they constitute an ESS interest under subsection 83A-10(1) because each represents, respectively, a beneficial interest in a share in a company paragraph 83A-10(1)(a)), or a beneficial interest in a right to acquire a beneficial interest in a share in the company (paragraph 83A-10(1)(b)). The irretrievable cash contributions made by A Co to the Trustee under the terms of the Plans and the Trust Deed are to be used for the sole purpose of acquiring, holding and transferring Shares for the benefit of Participants. Accordingly, the irretrievable cash contributions constitute capital receipts to the Trustee and will not be assessable income of the Trustee under sections 6-5 or 6-10. | Summary: A capital gain or capital loss that arises for the Trustee at the time when the Participants become absolutely entitled to the Shares (capital gains tax (CGT) event E5) is disregarded under section 130-90 of the ITAA 1997 if the Participants acquire the Shares for the same or less than the cost base of the Shares in the hands of the Trustee. | Detailed Reasoning - Detailed reasoning: Any capital gain or capital loss an employee share trust makes, as a result of CGT event E5 happening, is disregarded if subsection 130-90(1A) or 130-90(1) applies, provided the Participants acquire the Shares for the same or less than the cost base of the shares in the hands of the Trustee (subsection 130-90(2)). | Detailed Reasoning - CGT event E5: Under subsection 104-75(1), CGT event E5 happens if a beneficiary becomes absolutely entitled to a CGT asset of a trust (except a unit trust or a trust to which Division 128 applies) as against the trustee. The time of the event is when the beneficiary becomes absolutely entitled to the asset (subsection 104-75(2)). If CGT event E5 happens, the trustee may make a capital gain or capital loss if the market value of the asset, at the time of the event, is more than its cost base or less than the asset's reduced cost base respectively (subsection 104-75(3)). In the present case, the Trust is neither a unit trust nor a deceased estate to which Division 128 applies. Subsection 130-85(2) treats a beneficiary as absolutely entitled to the relevant share from the time of acquisition of the ESS interest until they no longer have the ESS interest in the share. Subsection 130-85(2) only applies if the following requirements under subsection 130-85(1) are satisfied: (a) the beneficiary acquires an ESS interest under an ESS (b) Subdivision 83A-B or 83A-C applies to the ESS interest, and (c) the ESS interest is, or arises because of, an interest the beneficiary holds in an employee share trust (EST). | Detailed Reasoning - Participants acquire ESS interest under an ESS (paragraph 130-85(1)(a)): As stated in response to Question 1, as Participants are granted awards under the Plans in relation to their employment, which provide them with a beneficial interest in Shares or the right to acquire a beneficial interest in Shares, they will be taken to have acquired ESS interests under an ESS and paragraph 130-85(1)(a) will be satisfied. | Detailed Reasoning - Subdivision 83A-B or 83A-C applies to the Shares and Performance Rights (paragraph 130-85(1)(b)): Subsection 83A-20(1) is the key condition that an ESS interest must meet for Subdivision 83A-B or 83A-C to apply. Subsection 83A-20(1) states: 83A-20(1) This Subdivision applies to an ESS interest if you acquire the interest under an employee share scheme at a discount. Under the Plans, Shares and Performance Rights may be acquired for no consideration or at a discount. As such, Subdivision 83A-B will apply to these Shares and Performance Rights (unless the conditions in subsection 83A-105(1) are satisfied, in which case Subdivision 83A-C would apply instead). Therefore, paragraph 130-85(1)(b) is satisfied. | Detailed Reasoning - The ESS interest arises because of an interest the Participants hold in an employee share trust (paragraph 130-85(1)(c)): As outlined above, Shares and Performance Rights granted to Participants under the Plans constitute ESS interests, as they provide Participants with a beneficial interest in the Shares, or a beneficial interest in a right to acquire a beneficial interest in the Shares held in the Trust. Subsection 130-85(4) provides that an employee share trust for an employee share scheme (having the meaning given by subsection 83A-10(2)) is a trust whose sole activities are: (a ) obtaining shares or rights in a company (b) ensuring that ESS interests in the company that are beneficial interests in those shares or rights are provided under the employee share scheme to employees, or to associates of employees, of: (i) the company; or (ii) a subsidiary of the company (c) other activities that are merely incidental to the activities mentioned in paragraphs (a) and (b). As stated in the response to Question 1, the Plans each comprise an employee share scheme within the meaning of subsection 83A-10(2) because they are schemes under which either Shares or Performance Rights (being ESS interests), are provided to Participants in relation to their employment with A Co. The Employee Share Trust was established for the sole purpose of obtaining shares for the benefit of Participants under employee equity plans. Paragraphs 130-85(4)(a) and (b) of the definition of an employee share trust are satisfied because the Trustee: • acquires Shares, and • ensures those Shares (which are ESS interests) are provided under the Plans (being an employee share scheme) to Participants (who are employees of the Group) by allocating those Shares to the Participants in accordance with the Trust Deed and the terms of the Plans. Undertaking the activities mentioned in paragraphs 130-85(4)(a) and (b) will also require that the Trustee undertake incidental activities that are a function of managing the Plans and administering the A Co Employee Share Trust. Paragraph 130-85(4)(c) provides that a trustee can engage in activities that are merely incidental to those described in paragraphs 130-85(4)(a) and (b). The phrase 'merely incidental' takes its ordinary meaning, with further guidance drawn from the context and purpose of the legislation in which it appears. 'Merely incidental' is not defined in the legislation and has not been judicially considered in the context of subsection 130-85(4). The Macquarie Dictionary defines 'merely' to mean: only as specified, and nothing more. 'Incidental' is defined as happening or likely to happen in fortuitous or subordinate conjunction with something else. The Commissioner's views on the types of activities that are merely incidental and not merely incidental are set out in Taxation Determination TD 2019/13: Income tax: what is an 'employee share trust'? Whether the Trust is an employee share trust for the purposes of subsection 130-85(4) requires an analysis of what the Trustee actually does, not only the powers and duties that are prescribed in the Trust Deed. In the present case, the Trust Deed supports the conclusion that the Trustee may only use irretrievable cash contributions received from A Co to acquire Shares for Participants in accordance with the rules of the Plans. All other duties and general powers listed in the Trust Deed are considered to be merely incidental to the functions of the Trustee in relation to its dealing with Shares to be acquired for Participants and paragraph 130-85(4)(c) is satisfied. Therefore, the Commissioner considers A Co Employee Share Trust to be an employee share trust based on the terms of the Trust Deed and paragraph 130-85(1)(c) is satisfied. As all of the conditions in subsection 130-85(1) are satisfied, CGT event E5 is the CGT event that will apply under the terms of the Plans at the time that Participant becomes absolutely entitled to the Shares as against the Trustee. | Detailed Reasoning - Exemptions under section 130-90: Any capital gain or capital loss an employee share trust makes, as a result of CGT event E5 happening, is disregarded if subsection 130-90(1A) or 130-90(1) applies, provided the Participants acquire the Shares for the same or less than the cost base of the shares in the hands of the Trustee (subsection 130-90(2)). | Detailed Reasoning - Shares held for future acquisition under employee share scheme (subsection 130-90(1A)): Subsection 130-90(1A) applies to disregard any capital gain or capital loss made by an employee share trust to the extent that it results from a CGT event if: (a) immediately before the event happens, an ESS interest is a CGT asset of the trust, (b) either of the following applies: (i) the event is CGT event E5, and the event happens because a beneficiary of the trust becomes absolutely entitled to the ESS interest as against the trustee (ii) the event is CGT event E7, and the event happens because the trustee disposes of the ESS interest to a beneficiary of the trust (c) Subdivision 83A-B or 83A-C (about employee share schemes) applies to the ESS interest. For the reasons discussed above, the A Co Employee Share Trust is an employee share trust as that term is defined in subsection 130-85(4). Paragraph 130-90(1A)(a) is satisfied as the Shares held by the Trustee are ESS interests which are CGT assets of the Trust. Subparagraph 130-90(1A)(b)(i) is satisfied as CGT event E5 is the CGT event that will happen under the terms of the Plans at the time the Participant becomes absolutely entitled to the Shares as against the Trustee. Paragraph 130-90(1A)(c) is satisfied because: • the Plans comprise an employee share scheme for the purpose of Division 83A as it is an arrangement under which ESS interests are provided to a Participant in relation to their employment, and • Subdivision 83A-B or 83A-C will apply as Participants acquire the Shares under the Plans at a discount (or if the conditions in subsection 83A-105(1) are satisfied, in which case Subdivision 83A-C would apply instead). Accordingly, all conditions in subsection 130-90(1A) are satisfied. | Detailed Reasoning - Shares held to satisfy the future exercise of rights acquired under employee share schemes (subsection 130-90(1)): Subsection 130-90(1) applies to disregard any capital gain or loss made by an employee share trust if: (a) the CGT event is CGT event E5 or E7; (b) the CGT event happens in relation to a share; and (c) the beneficiary had acquired a beneficial interest in the share by exercising a right; and (d) the beneficiary's beneficial interest in the right was an ESS interest to which Subdivision 83A-B or 83A-C (about employee share schemes) applied. As stated above, CGT event E5 will happen under the terms of the Plans when the Participant becomes absolutely entitled to the Shares as against the Trustee. Therefore, paragraph 130-90(1)(a) is satisfied. Paragraph 130-90(1)(b) is satisfied as CGT event E5 happens in relation to a share in A Co, being a fully paid ordinary share in the capital of A Co held by the Trustee (as defined under subsection 995-1), to which a Participant becomes absolutely entitled to under the Plans upon vesting or exercise of the Performance Rights. Paragraph 130-90(1)(c) is satisfied as the Participant will have acquired a beneficial interest in a Share on vesting and exercise of the Performance Rights granted under the relevant Plans in accordance with the relevant Plan rules. Paragraph 130-90(1)(d) is satisfied because: • the Plans comprise an employee share scheme for the purpose of Division 83A (subsection 83A-10(2)) as they are an arrangement under which ESS interests are provided to a Participant in relation to their employment, and • Subdivision 83A-B or 83A-C will apply as Participants may acquire Share Rights under the Plans at a discount (or if the conditions in subsection 83A-105(1) are satisfied, in which case Subdivision 83A-C would apply instead). Accordingly, all the conditions in subsection 130-90(1) are satisfied. | Detailed Reasoning - Conclusion: As all the conditions in subsection 130-90(1A) or 130-90(1) are satisfied, any capital gain or loss that arises for the Trust at the time when CGT event E5 happens will be disregarded if the Shares are acquired by the Participants for the same or less than the cost base of the Shares in the hands of the Trust.

Reasons for decision: All legislative references are to the Income Tax Assessment Act 1997 (ITAA 1997) unless otherwise stated.