Class Ruling CR 2026/19

What this ruling is about: 1. This Ruling sets out the income tax consequences for employees of Apromore Holding Pty Ltd (Apromore) or its subsidiary who were granted options under the Employee Option Plan (EOP) or the Employee Share Option Plan (ESOP) that were subsequently cancelled on 4 November 2025 pursuant to an option surrender deed. 2. Details of this scheme are set out in paragraphs 8 to 26 of this Ruling. 3. All legislative references in this Ruling are to the Income Tax Assessment Act 1997, unless otherwise indicated. Who this Ruling applies to 4. This Ruling applies to you if you: 5. This Ruling does not apply to anyone who is subject to the taxation of financial arrangements rules in Division 230 in relation to the scheme outlined in paragraphs 8 to 26 of this Ruling. Note: Division 230 will not apply to individuals unless they have made an election for it to apply. When this Ruling applies 6. This Ruling applies from 1 July 2022 to 30 June 2025. 7. The Commissioner will allow the minimum holding period to end at the earlier time of 4 November 2025 in respect of the Options that were cancelled on that date pursuant to an option surrender deed (paragraph 83A-45(5)(a)). 8. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. Apromore Holding Pty Ltd 9. Apromore is a private company that was incorporated on 2 September 2019 and a 'resident of Australia' as defined in subsection 6(1) of the Income Tax Assessment Act 1936. 10. The Apromore Group was an income tax consolidated group that comprised Apromore and its wholly owned subsidiary, Apromore Pty Ltd. 11. The Apromore Group operated a business of providing process mining and intelligence software services. Employee Option Plan and Employee Share Option Plan 12. Apromore adopted the EOP on 17 August 2020 and the ESOP on 2 December 2024, for the purpose of retaining employees of the Apromore Group. 13. Under the EOP and ESOP, eligible employees of the Apromore Group were granted options to acquire ordinary shares in Apromore, which were subject to the terms of the employees' individual offer letters and the respective EOP rules or ESOP rules. 14. Apromore granted options to eligible employees between 4 April 2023 and 14 February 2025, for nil consideration. No options have been granted to Australian-resident employees under the EOP and ESOP since 14 February 2025. 15. Clause 5.4 of the EOP rules imposed an overriding disposal restriction which states: 16. Clause 5.4 of the ESOP rules imposed an overriding disposal restriction which states: 17. The board of directors of Apromore (Board) has not exercised any discretion to remove, or otherwise waive or diminish, the disposal restrictions with respect to the Options prior to the sale of Apromore. Sale of Apromore Holding Pty Ltd 18. In December 2024, the Board was considering various options for raising further capital for Apromore. 19. Between January 2025 and April 2025, the Board had a series of informal discussions with parties who were interested in acquiring Apromore. All communications at this stage were preliminary in nature and did not involve any negotiation of commercial terms. Apromore was not actively pursuing an acquisition at this stage because the Board's intention was to raise additional funding through other means, if possible, rather than through a sale of Apromore. 20. One of the interested parties was a shareholder of Apromore who first subscribed for shares in Apromore on or about 9 November 2022 (Shareholder) and had a 'right of first negotiation' under its subscription agreement. This right gave the Shareholder priority to negotiate with Apromore if Apromore received an acquisition offer prior to 31 December 2024. Apromore never received an acquisition offer prior to 31 December 2024 and, therefore, this right of first negotiation was never triggered. 21. Apromore did not enter into any formal discussions or negotiations with any entity concerning a takeover or some other acquisition of all or the majority of its shares at any time prior to 14 February 2025. 22. In June 2025, the Board resolved that pursuing an acquisition, rather than securing funding, was in the best interest of Apromore and its shareholders. 23. On 19 June 2025, Apromore engaged a mergers and acquisitions adviser to conduct and manage a formal sale process. 24. With the assistance of the mergers and acquisitions adviser, Apromore negotiated a non-binding term sheet for the sale of the company with a member of the Shareholder's corporate group, with the term sheet being signed on 28 August 2025. Following discussions and negotiations, a share purchase agreement for the sale of 100% of the shares in Apromore was executed by all relevant parties on 9 October 2025. 25. One condition under the share purchase agreement was that on completion of the sale: 26. Completion of the sale occurred on 4 November 2025, at which point all options held by relevant employees under the EOP and ESOP were cancelled pursuant to the option surrender deeds. Commissioner of Taxation 13 May 2026 © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).

Class of entities or scheme: 8. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. | Apromore Holding Pty Ltd: 9. Apromore is a private company that was incorporated on 2 September 2019 and a 'resident of Australia' as defined in subsection 6(1) of the Income Tax Assessment Act 1936. 10. The Apromore Group was an income tax consolidated group that comprised Apromore and its wholly owned subsidiary, Apromore Pty Ltd. 11. The Apromore Group operated a business of providing process mining and intelligence software services. | Employee Option Plan and Employee Share Option Plan: 12. Apromore adopted the EOP on 17 August 2020 and the ESOP on 2 December 2024, for the purpose of retaining employees of the Apromore Group. 13. Under the EOP and ESOP, eligible employees of the Apromore Group were granted options to acquire ordinary shares in Apromore, which were subject to the terms of the employees' individual offer letters and the respective EOP rules or ESOP rules. 14. Apromore granted options to eligible employees between 4 April 2023 and 14 February 2025, for nil consideration. No options have been granted to Australian-resident employees under the EOP and ESOP since 14 February 2025. 15. Clause 5.4 of the EOP rules imposed an overriding disposal restriction which states: 16. Clause 5.4 of the ESOP rules imposed an overriding disposal restriction which states: 17. The board of directors of Apromore (Board) has not exercised any discretion to remove, or otherwise waive or diminish, the disposal restrictions with respect to the Options prior to the sale of Apromore. | Sale of Apromore Holding Pty Ltd: 18. In December 2024, the Board was considering various options for raising further capital for Apromore. 19. Between January 2025 and April 2025, the Board had a series of informal discussions with parties who were interested in acquiring Apromore. All communications at this stage were preliminary in nature and did not involve any negotiation of commercial terms. Apromore was not actively pursuing an acquisition at this stage because the Board's intention was to raise additional funding through other means, if possible, rather than through a sale of Apromore. 20. One of the interested parties was a shareholder of Apromore who first subscribed for shares in Apromore on or about 9 November 2022 (Shareholder) and had a 'right of first negotiation' under its subscription agreement. This right gave the Shareholder priority to negotiate with Apromore if Apromore received an acquisition offer prior to 31 December 2024. Apromore never received an acquisition offer prior to 31 December 2024 and, therefore, this right of first negotiation was never triggered. 21. Apromore did not enter into any formal discussions or negotiations with any entity concerning a takeover or some other acquisition of all or the majority of its shares at any time prior to 14 February 2025. 22. In June 2025, the Board resolved that pursuing an acquisition, rather than securing funding, was in the best interest of Apromore and its shareholders. 23. On 19 June 2025, Apromore engaged a mergers and acquisitions adviser to conduct and manage a formal sale process. 24. With the assistance of the mergers and acquisitions adviser, Apromore negotiated a non-binding term sheet for the sale of the company with a member of the Shareholder's corporate group, with the term sheet being signed on 28 August 2025. Following discussions and negotiations, a share purchase agreement for the sale of 100% of the shares in Apromore was executed by all relevant parties on 9 October 2025. 25. One condition under the share purchase agreement was that on completion of the sale: 26. Completion of the sale occurred on 4 November 2025, at which point all options held by relevant employees under the EOP and ESOP were cancelled pursuant to the option surrender deeds. Commissioner of Taxation 13 May 2026 © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).

Ruling: 1. This Ruling sets out the income tax consequences for employees of Apromore Holding Pty Ltd (Apromore) or its subsidiary who were granted options under the Employee Option Plan (EOP) or the Employee Share Option Plan (ESOP) that were subsequently cancelled on 4 November 2025 pursuant to an option surrender deed. 2. Details of this scheme are set out in paragraphs 8 to 26 of this Ruling. 3. All legislative references in this Ruling are to the Income Tax Assessment Act 1997, unless otherwise indicated. | Who this Ruling applies to: 4. This Ruling applies to you if you: 5. This Ruling does not apply to anyone who is subject to the taxation of financial arrangements rules in Division 230 in relation to the scheme outlined in paragraphs 8 to 26 of this Ruling. Note: Division 230 will not apply to individuals unless they have made an election for it to apply. | When this Ruling applies: 6. This Ruling applies from 1 July 2022 to 30 June 2025. 7. The Commissioner will allow the minimum holding period to end at the earlier time of 4 November 2025 in respect of the Options that were cancelled on that date pursuant to an option surrender deed (paragraph 83A-45(5)(a)). 8. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. | Apromore Holding Pty Ltd: 9. Apromore is a private company that was incorporated on 2 September 2019 and a 'resident of Australia' as defined in subsection 6(1) of the Income Tax Assessment Act 1936. 10. The Apromore Group was an income tax consolidated group that comprised Apromore and its wholly owned subsidiary, Apromore Pty Ltd. 11. The Apromore Group operated a business of providing process mining and intelligence software services. | Employee Option Plan and Employee Share Option Plan: 12. Apromore adopted the EOP on 17 August 2020 and the ESOP on 2 December 2024, for the purpose of retaining employees of the Apromore Group. 13. Under the EOP and ESOP, eligible employees of the Apromore Group were granted options to acquire ordinary shares in Apromore, which were subject to the terms of the employees' individual offer letters and the respective EOP rules or ESOP rules. 14. Apromore granted options to eligible employees between 4 April 2023 and 14 February 2025, for nil consideration. No options have been granted to Australian-resident employees under the EOP and ESOP since 14 February 2025. 15. Clause 5.4 of the EOP rules imposed an overriding disposal restriction which states: 16. Clause 5.4 of the ESOP rules imposed an overriding disposal restriction which states: 17. The board of directors of Apromore (Board) has not exercised any discretion to remove, or otherwise waive or diminish, the disposal restrictions with respect to the Options prior to the sale of Apromore. | Sale of Apromore Holding Pty Ltd: 18. In December 2024, the Board was considering various options for raising further capital for Apromore. 19. Between January 2025 and April 2025, the Board had a series of informal discussions with parties who were interested in acquiring Apromore. All communications at this stage were preliminary in nature and did not involve any negotiation of commercial terms. Apromore was not actively pursuing an acquisition at this stage because the Board's intention was to raise additional funding through other means, if possible, rather than through a sale of Apromore. 20. One of the interested parties was a shareholder of Apromore who first subscribed for shares in Apromore on or about 9 November 2022 (Shareholder) and had a 'right of first negotiation' under its subscription agreement. This right gave the Shareholder priority to negotiate with Apromore if Apromore received an acquisition offer prior to 31 December 2024. Apromore never received an acquisition offer prior to 31 December 2024 and, therefore, this right of first negotiation was never triggered. 21. Apromore did not enter into any formal discussions or negotiations with any entity concerning a takeover or some other acquisition of all or the majority of its shares at any time prior to 14 February 2025. 22. In June 2025, the Board resolved that pursuing an acquisition, rather than securing funding, was in the best interest of Apromore and its shareholders. 23. On 19 June 2025, Apromore engaged a mergers and acquisitions adviser to conduct and manage a formal sale process. 24. With the assistance of the mergers and acquisitions adviser, Apromore negotiated a non-binding term sheet for the sale of the company with a member of the Shareholder's corporate group, with the term sheet being signed on 28 August 2025. Following discussions and negotiations, a share purchase agreement for the sale of 100% of the shares in Apromore was executed by all relevant parties on 9 October 2025. 25. One condition under the share purchase agreement was that on completion of the sale: 26. Completion of the sale occurred on 4 November 2025, at which point all options held by relevant employees under the EOP and ESOP were cancelled pursuant to the option surrender deeds. Commissioner of Taxation 13 May 2026 © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).




What this Ruling is about | If this Ruling applies to you, and you correctly rely on it, we will apply the law to you in the way set out in this Ruling. That is, you will not pay any more tax or penalties or interest in respect of the matters covered by this Ruling.


Legislative references: ITAA 1936 6(1) ITAA 1997 83A-33 ITAA 1997 83A-45(4) ITAA 1997 83A-45(5) ITAA 1997 83A-45(5)(a) ITAA 1997 83A-130 ITAA 1997 Div 230