Class Ruling CR 2020/27

What this ruling is about: 1. This Ruling sets out the tax consequences for employees of Cushman & Wakefield Plc, or one of its subsidiaries, who received awards over Cushman & Wakefield Plc shares in replacement of awards issued under the DTZ Jersey Holdings Ltd (DTZ) employee equity plans as part of a restructure of these companies. 2. Full details of this restructure are set out in paragraphs 9 to 25 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: When this Ruling applies 5. This Ruling applies from 1 July 2018 to 30 June 2019. No ESS deferred taxing point upon restructure - section 83A-130 applies 6. The exchange of your unvested DTZ RSUs and DTZ Stock Options for CW RSUs and CW Stock Options under the restructure did not create an ESS deferred taxing point under Subdivision 83A-C. New ESS interests are a continuation of old interests 7. The CW RSUs and CW Stock Options that you received in connection with the restructure are treated as a continuation of your unvested DTZ RSUs and DTZ Stock Options for the purposes of Division 83A. Continuation of your employment 8. Your employment with Cushman & Wakefield Plc, or a subsidiary of Cushman & Wakefield Plc (including DTZ), after the restructure is treated as a continuation of your employment in respect of which you acquired your DTZ RSUs and DTZ Stock Options for the purposes of Division 83A. That is, your employment with DTZ, or one of its subsidiaries, had not ceased within the meaning of section 83A-330. 9. 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. 10. DTZ is a private company incorporated in Jersey and part of the DTZ group of entities. DTZ provides commercial real estate services. 11. Cushman & Wakefield (C&W) is a privately-held commercial real estate services firm founded in 1917 in the state of New York in the United States of America. 12. In 2015, C&W was purchased by a consortium comprised of TPG Capital, Pacific Alliance Group Asia Capital and Ontario Teachers' Pension Plan. This consortium also owned the DTZ Group. 13. Later in 2015, C&W merged with the DTZ Group and continued to operate under the C&W brand. DTZ employee equity plans 14. DTZ operated employee equity plans that were employee share schemes under subsection 83A-10(2). 15. Under the DTZ Restricted Stock Unit Grant Agreements and DTZ Management Equity Incentive Plan, employees were awarded ESS interests (within the meaning under subsection 83A-10(1)) in the form of restricted stock units (RSUs) and stock options. DTZ Restricted Stock Unit Grant Agreements 16. There are two types of DTZ Restricted Stock Unit Grant Agreements; one where settlement is conditional on a 'time-based' condition and the other conditional on both a 'time and performance-based' condition. 17. Under the time-based agreement: 18. Under the time and performance-based agreement: The DTZ Management Equity Incentive Plan 19. The DTZ Management Equity Incentive Plan includes the following: Restructure 20. On 8 July 2018, a corporate restructure occurred which resulted in a new entity, Cushman & Wakefield Plc (a United Kingdom-incorporated company), becoming the parent of all other entities in C&W. This resulted in DTZ becoming a 100% subsidiary of Cushman & Wakefield Plc. 21. At the time of the restructure, DTZ employees who held unvested awards of DTZ RSUs and DTZ Stock Options that had not yet reached a deferred taxing point were exchanged for RSU and stock option awards over Cushman & Wakefield Plc shares. 22. Upon exchange, a 1-for-10 reverse stock split occurred such that employees received 1 CW RSU for every 10 DTZ RSUs they held. Also, the exercise price of the CW Stock Options they received was adjusted by a factor of 10. This ensured the value of the Cushman & Wakefield Plc awards for the employees was identical to the value of the DTZ awards they held prior to the restructure. 23. The Cushman & Wakefield Plc awards were otherwise identical to the DTZ awards with no changes made to the vesting or performance conditions. 24. As a result of the exchange of DTZ RSUs and DTZ Stock Options for CW RSUs and CW Stock Options, no employee held a legal or beneficial interest in more than 10% of the shares in Cushman & Wakefield Plc or was in a position to cast, or control, the casting of more than 10% of the casting vote at a general meeting of Cushman & Wakefield Plc. 25. Cushman & Wakefield Plc subsequently listed on the New York Stock Exchange on 6 August 2018. Commissioner of Taxation 3 June 2020 No ESS deferred taxing point upon restructure - section 83A-130 applies 26. Under section 83A-110, an amount will be included in your assessable income for the income year in which the ESS deferred taxing point occurs in respect of your ESS interest. 27. Under a restructure, you are usually taken to have disposed of your shares or rights for the purposes of Division 83A when you cease to hold shares or rights in the old company and instead hold shares or rights in the new company. The disposal may give rise to an ESS deferred taxing point. 28. However, there would not be a disposal where your replacement shares or rights in the new company are treated as a continuation of the shares or rights in the old company and your employment with the new company is treated as a continuation with the old company under section 83A-130. 29. The restructure satisfies the requirements of section 83A-130 because: 30. Accordingly, for the purposes of Division 83A, the CW RSUs and CW Stock Options you acquired in connection with the restructure are treated as a continuation of your DTZ RSUs and DTZ Stock Options and your employment with Cushman & Wakefield Plc will be regarded as a continuation of your employment with DTZ or one of its subsidiaries (that is, you have not ceased your employment within the meaning of section 83A-330). 31. Therefore, exchanging your DTZ RSUs and DTZ Stock Options for CW RSUs and CW Stock Options will not be an ESS deferred taxing point for you. © 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). Not previously issued as a draft

Class of entities or scheme: 9. 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. 10. DTZ is a private company incorporated in Jersey and part of the DTZ group of entities. DTZ provides commercial real estate services. 11. Cushman & Wakefield (C&W) is a privately-held commercial real estate services firm founded in 1917 in the state of New York in the United States of America. 12. In 2015, C&W was purchased by a consortium comprised of TPG Capital, Pacific Alliance Group Asia Capital and Ontario Teachers' Pension Plan. This consortium also owned the DTZ Group. 13. Later in 2015, C&W merged with the DTZ Group and continued to operate under the C&W brand. | DTZ employee equity plans: 14. DTZ operated employee equity plans that were employee share schemes under subsection 83A-10(2). 15. Under the DTZ Restricted Stock Unit Grant Agreements and DTZ Management Equity Incentive Plan, employees were awarded ESS interests (within the meaning under subsection 83A-10(1)) in the form of restricted stock units (RSUs) and stock options. | DTZ Restricted Stock Unit Grant Agreements: 16. There are two types of DTZ Restricted Stock Unit Grant Agreements; one where settlement is conditional on a 'time-based' condition and the other conditional on both a 'time and performance-based' condition. 17. Under the time-based agreement: 18. Under the time and performance-based agreement: | The DTZ Management Equity Incentive Plan: 19. The DTZ Management Equity Incentive Plan includes the following: | Restructure: 20. On 8 July 2018, a corporate restructure occurred which resulted in a new entity, Cushman & Wakefield Plc (a United Kingdom-incorporated company), becoming the parent of all other entities in C&W. This resulted in DTZ becoming a 100% subsidiary of Cushman & Wakefield Plc. 21. At the time of the restructure, DTZ employees who held unvested awards of DTZ RSUs and DTZ Stock Options that had not yet reached a deferred taxing point were exchanged for RSU and stock option awards over Cushman & Wakefield Plc shares. 22. Upon exchange, a 1-for-10 reverse stock split occurred such that employees received 1 CW RSU for every 10 DTZ RSUs they held. Also, the exercise price of the CW Stock Options they received was adjusted by a factor of 10. This ensured the value of the Cushman & Wakefield Plc awards for the employees was identical to the value of the DTZ awards they held prior to the restructure. 23. The Cushman & Wakefield Plc awards were otherwise identical to the DTZ awards with no changes made to the vesting or performance conditions. 24. As a result of the exchange of DTZ RSUs and DTZ Stock Options for CW RSUs and CW Stock Options, no employee held a legal or beneficial interest in more than 10% of the shares in Cushman & Wakefield Plc or was in a position to cast, or control, the casting of more than 10% of the casting vote at a general meeting of Cushman & Wakefield Plc. 25. Cushman & Wakefield Plc subsequently listed on the New York Stock Exchange on 6 August 2018. Commissioner of Taxation 3 June 2020

Ruling: 1. This Ruling sets out the tax consequences for employees of Cushman & Wakefield Plc, or one of its subsidiaries, who received awards over Cushman & Wakefield Plc shares in replacement of awards issued under the DTZ Jersey Holdings Ltd (DTZ) employee equity plans as part of a restructure of these companies. 2. Full details of this restructure are set out in paragraphs 9 to 25 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: | When this Ruling applies: 5. This Ruling applies from 1 July 2018 to 30 June 2019. | No ESS deferred taxing point upon restructure - section 83A-130 applies: 6. The exchange of your unvested DTZ RSUs and DTZ Stock Options for CW RSUs and CW Stock Options under the restructure did not create an ESS deferred taxing point under Subdivision 83A-C. | New ESS interests are a continuation of old interests: 7. The CW RSUs and CW Stock Options that you received in connection with the restructure are treated as a continuation of your unvested DTZ RSUs and DTZ Stock Options for the purposes of Division 83A. | Continuation of your employment: 8. Your employment with Cushman & Wakefield Plc, or a subsidiary of Cushman & Wakefield Plc (including DTZ), after the restructure is treated as a continuation of your employment in respect of which you acquired your DTZ RSUs and DTZ Stock Options for the purposes of Division 83A. That is, your employment with DTZ, or one of its subsidiaries, had not ceased within the meaning of section 83A-330. 9. 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. 10. DTZ is a private company incorporated in Jersey and part of the DTZ group of entities. DTZ provides commercial real estate services. 11. Cushman & Wakefield (C&W) is a privately-held commercial real estate services firm founded in 1917 in the state of New York in the United States of America. 12. In 2015, C&W was purchased by a consortium comprised of TPG Capital, Pacific Alliance Group Asia Capital and Ontario Teachers' Pension Plan. This consortium also owned the DTZ Group. 13. Later in 2015, C&W merged with the DTZ Group and continued to operate under the C&W brand. | DTZ employee equity plans: 14. DTZ operated employee equity plans that were employee share schemes under subsection 83A-10(2). 15. Under the DTZ Restricted Stock Unit Grant Agreements and DTZ Management Equity Incentive Plan, employees were awarded ESS interests (within the meaning under subsection 83A-10(1)) in the form of restricted stock units (RSUs) and stock options. | DTZ Restricted Stock Unit Grant Agreements: 16. There are two types of DTZ Restricted Stock Unit Grant Agreements; one where settlement is conditional on a 'time-based' condition and the other conditional on both a 'time and performance-based' condition. 17. Under the time-based agreement: 18. Under the time and performance-based agreement: | The DTZ Management Equity Incentive Plan: 19. The DTZ Management Equity Incentive Plan includes the following: | Restructure: 20. On 8 July 2018, a corporate restructure occurred which resulted in a new entity, Cushman & Wakefield Plc (a United Kingdom-incorporated company), becoming the parent of all other entities in C&W. This resulted in DTZ becoming a 100% subsidiary of Cushman & Wakefield Plc. 21. At the time of the restructure, DTZ employees who held unvested awards of DTZ RSUs and DTZ Stock Options that had not yet reached a deferred taxing point were exchanged for RSU and stock option awards over Cushman & Wakefield Plc shares. 22. Upon exchange, a 1-for-10 reverse stock split occurred such that employees received 1 CW RSU for every 10 DTZ RSUs they held. Also, the exercise price of the CW Stock Options they received was adjusted by a factor of 10. This ensured the value of the Cushman & Wakefield Plc awards for the employees was identical to the value of the DTZ awards they held prior to the restructure. 23. The Cushman & Wakefield Plc awards were otherwise identical to the DTZ awards with no changes made to the vesting or performance conditions. 24. As a result of the exchange of DTZ RSUs and DTZ Stock Options for CW RSUs and CW Stock Options, no employee held a legal or beneficial interest in more than 10% of the shares in Cushman & Wakefield Plc or was in a position to cast, or control, the casting of more than 10% of the casting vote at a general meeting of Cushman & Wakefield Plc. 25. Cushman & Wakefield Plc subsequently listed on the New York Stock Exchange on 6 August 2018. Commissioner of Taxation 3 June 2020 | No ESS deferred taxing point upon restructure - section 83A-130 applies: 26. Under section 83A-110, an amount will be included in your assessable income for the income year in which the ESS deferred taxing point occurs in respect of your ESS interest. 27. Under a restructure, you are usually taken to have disposed of your shares or rights for the purposes of Division 83A when you cease to hold shares or rights in the old company and instead hold shares or rights in the new company. The disposal may give rise to an ESS deferred taxing point. 28. However, there would not be a disposal where your replacement shares or rights in the new company are treated as a continuation of the shares or rights in the old company and your employment with the new company is treated as a continuation with the old company under section 83A-130. 29. The restructure satisfies the requirements of section 83A-130 because: 30. Accordingly, for the purposes of Division 83A, the CW RSUs and CW Stock Options you acquired in connection with the restructure are treated as a continuation of your DTZ RSUs and DTZ Stock Options and your employment with Cushman & Wakefield Plc will be regarded as a continuation of your employment with DTZ or one of its subsidiaries (that is, you have not ceased your employment within the meaning of section 83A-330). 31. Therefore, exchanging your DTZ RSUs and DTZ Stock Options for CW RSUs and CW Stock Options will not be an ESS deferred taxing point for you. © 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). Not previously issued as a draft


Appendix: No ESS deferred taxing point upon restructure - section 83A-130 applies: 26. Under section 83A-110, an amount will be included in your assessable income for the income year in which the ESS deferred taxing point occurs in respect of your ESS interest. 27. Under a restructure, you are usually taken to have disposed of your shares or rights for the purposes of Division 83A when you cease to hold shares or rights in the old company and instead hold shares or rights in the new company. The disposal may give rise to an ESS deferred taxing point. 28. However, there would not be a disposal where your replacement shares or rights in the new company are treated as a continuation of the shares or rights in the old company and your employment with the new company is treated as a continuation with the old company under section 83A-130. 29. The restructure satisfies the requirements of section 83A-130 because: 30. Accordingly, for the purposes of Division 83A, the CW RSUs and CW Stock Options you acquired in connection with the restructure are treated as a continuation of your DTZ RSUs and DTZ Stock Options and your employment with Cushman & Wakefield Plc will be regarded as a continuation of your employment with DTZ or one of its subsidiaries (that is, you have not ceased your employment within the meaning of section 83A-330). 31. Therefore, exchanging your DTZ RSUs and DTZ Stock Options for CW RSUs and CW Stock Options will not be an ESS deferred taxing point for you. © 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). Not previously issued as a draft


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. | Further, if we think that this Ruling disadvantages you, we may apply the law in a way that is more favourable to you.


Legislative references: ITAA 1936 6(1) ITAA 1997 Div 83A ITAA 1997 83A-10(1) ITAA 1997 83A-10(2) ITAA 1997 Subdiv 83A-C ITAA 1997 83A-110 ITAA 1997 83A-130 ITAA 1997 83A-130(1)(a)(i) ITAA 1997 83A-130(1)(b) ITAA 1997 83A-130(2) ITAA 1997 83A-130(2)(a) ITAA 1997 83A-130(2)(b) ITAA 1997 83A-130(4) ITAA 1997 83A-130(9)(a) ITAA 1997 83A-130(9)(b) ITAA 1997 83A-330 TAA 1953