Class Ruling CR 2012/99
Date of effect: 1 July 2009

What this ruling is about: 1. This Ruling sets out the Commissioner's opinion on the way in which the relevant provision(s) identified below apply to the defined class of entities, who take part in the scheme to which this Ruling relates. Relevant provision(s) 2. The relevant provisions dealt with in this Ruling are: All subsequent legislative references in this Ruling are to the ITAA 1936 unless otherwise stated. Class of entities 3. The class of entities to which this Ruling applies is employees of Accenture plc and any of its wholly owned subsidiaries (Accenture Group) who: In this Ruling, a person belonging to this class of entities is referred to as a participant. Qualifications 4. The Commissioner makes this Ruling based on the precise arrangement identified in this Ruling. 5. The class of entities defined in this Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 9 to 24 of this Ruling. 6. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then: 7. This work is copyright. Apart from any use as permitted under the Copyright Act 1968 , no part may be reproduced by any process without prior written permission from the Commonwealth. Requests and inquiries concerning reproduction and rights should be addressed to:

Class of entities or scheme: 3. The class of entities to which this Ruling applies is employees of Accenture plc and any of its wholly owned subsidiaries (Accenture Group) who: In this Ruling, a person belonging to this class of entities is referred to as a participant. | Qualifications: 4. The Commissioner makes this Ruling based on the precise arrangement identified in this Ruling. 5. The class of entities defined in this Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 9 to 24 of this Ruling. 6. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then: 7. This work is copyright. Apart from any use as permitted under the Copyright Act 1968 , no part may be reproduced by any process without prior written permission from the Commonwealth. Requests and inquiries concerning reproduction and rights should be addressed to: 8. This Ruling applies from 1 July 2009. However, this Ruling will not apply to taxpayers to the extent that it conflicts with the terms of a settlement of a dispute agreed to before the date of issue of this Ruling (see paragraphs 75 and 76 of Taxation Ruling TR 2006/10). 9. The following description of the scheme is based on information provided by the applicant. The following documents, or relevant parts of them form part of and are to be read with the description: | Accenture Ltd (AL): 10. AL was incorporated in 2001 and was a tax resident of Bermuda prior to the reorganisation that is the subject of this Ruling. Until 1 September 2009 AL Class A common shares were listed on the New York Stock Exchange (NYSE). 11. AL was, prior to the reorganisation, the ultimate holding company of the Accenture Group. 12. AL had, prior to the reorganisation, the following classes of shares on issue: | Accenture plc: 13. Accenture plc was incorporated on 10 June 2009 and is a tax resident of the Republic of Ireland. 14. At the time of incorporation, Accenture plc was a wholly owned subsidiary of AL. | Reorganisation: 15. In 2009 the Accenture Group underwent a corporate reorganisation with Accenture plc replacing AL as the ultimate holding company of the Accenture Group. The corporate reorganisation of the Accenture Group was implemented through a Scheme of Arrangement under the Bermuda Companies Act 1981. 16. The Scheme of Arrangement was subject to the approval of AL shareholders and the Supreme Court of Bermuda. 17. On 31 August 2009, all fractional AL Class A common shares were cancelled. AL shareholders who held fractional AL Class A common shares received a cash amount which was calculated based on the average of the high and low trading prices of whole AL Class A shares on the NYSE on the business day immediately preceding the effective date of the Scheme of Arrangement. 18. Under the Scheme of Arrangement and just before the transaction time, being 9:00am on 1 September 2009: 19. As a result of the Scheme of Arrangement, AL became a wholly owned subsidiary of Accenture plc. 20. Following the implementation of the Scheme of Arrangement, all whole AL Class A common shares and fractional AL Class A common shares were de- listed from the NYSE. Accenture plc Class A ordinary shares were listed on NYSE on 1 September 2009. | Employee share plan: 21. Prior to the reorganisation, AL operated the Plan under which participants were granted RSUs or Options. Pursuant to the Plan: 22. As part of the reorganisation, Accenture plc assumed all rights and obligations of AL in respect to AL's existing RSUs and Option plans and, when required under the Plan, will issue or cause to be issued Class A ordinary shares (from Accenture plc or one of its subsidiaries) in lieu of AL Class A common shares. 23. Each RSU and Option issued to a participant retains the same terms and conditions under the Plan. 24. Immediately after the reorganisation: 25. The reorganisation did not trigger a cessation time under former section 139CB for the RSUs and/or Options acquired by a participant and therefore there was no ESS deferred taxing point for the purposes of Subdivision 83A-C of the ITAA 1997. Commissioner of Taxation 31 October 2012 | Subdivision 83A-C: 26. Subsection 83A-5(2) of the Income Tax (Transitional Provisions) Act 1997 (IT(TP)A 1997) provides that Subdivision 83A-C of the ITAA 1997 (and the rest of Division 83A of the ITAA 1997 to the extent that it relates to that Subdivision) applies in relation to RSUs and Options (both referred to as Rights for the purposes of this Explanation) granted to a participant under the Plan if: | ESS deferred taxing point: 27. Where Subdivision 83A-C of the ITAA 1997 applies to an ESS interest, an amount will be included in the assessable income of a participant under subsection 83A-110(1) of the ITAA 1997 in respect of their ESS interest in the income year in which the earliest ESS deferred taxing point occurs. 28. The ESS deferred taxing point for rights is usually worked out under section 83A-120 of the ITAA 1997. However, because Subdivision 83A-C of the ITAA 1997 will apply to transitioned rights acquired before 1 July 2009, by virtue of subsection 83A-5(2) of the IT(TP)A 1997, subsection 83A-5(4) of the IT(TP)A 1997 applies. 29. Subparagraph 83A-5(4)(b)(i) of the IT(TP)A 1997 provides that the ESS deferred taxing point for a transitioned right acquired before 1 July 2009 will be the cessation time mentioned in former subsection 139B(3), subject to subsection 83A-120(3) of the ITAA 1997. 30. Therefore, whether an ESS deferred taxing point arises as a consequence of the reorganisation will depend on whether a cessation time as mentioned in former subsection 139B(3) results from the reorganisation. 31. A cessation time for Rights acquired before 1 July 2009 would occur as a result of the reorganisation at a time determined by former paragraph 139CB(1)(a). 32. However, former section 139CB operates within the scheme of former Division 13A. A Note at the end of former subsection 139CB(2) directs attention to former Subdivision DA of Division 13A (Subdivision DA) affecting whether the taxpayer is treated as disposing of a right or ceasing employment. 33. There will be no cessation time where the participant's replacement rights in Accenture plc are, for the purposes of Subdivision DA, treated as a continuation of the Rights in AL provided also that the participant does not cease employment within the meaning of former 139CB(2). | Conditions for the continuation of Rights: 34. The reorganisation constituted a restructure within the meaning provided by former section 139GCC. 35. Former subsection 139DQ(1) relevantly provides that where, as a result of a restructure: the matching rights are treated, for the purposes of former Division 13A, as if they are a continuation of the rights the employee held in the old company. 36. When a participant's rights in AL (old company) acquired under the Plan are changed to rights in Accenture plc, the participant is regarded as having acquired matching rights to shares in Accenture plc that replaced the rights to shares in AL that were acquired under the Plan. 37. Former section 139DR sets out the following conditions that must be met before replacement rights are treated as a continuation of existing rights under former section 139DQ: 38. Former subsection 139DQ(1) applies to the participant's replacement rights in Accenture plc as: Thus, for the purposes of Subdivision DA, the replacement rights in Accenture plc are treated as if they are a continuation of the participant's Rights in AL. | Continuation of employment: 39. For participants who continued to be employed by a subsidiary of the Accenture Group after the reorganisation, their employment is treated by former subsection 139DQ(3) as a continuation of the employment in respect of which they acquired their Rights in AL. Accordingly they have not ceased their employment within the meaning of former paragraph 139CB(1)(b). | Cessation time: 40. Accordingly, the reorganisation did not trigger a cessation time under former section 139CB and therefore there was no ESS deferred taxing point for the purposes of Subdivision 83A-C of the ITAA 1997 for the Rights that were acquired prior to 1 July 2009. 41. The following is a detailed contents list for this Ruling: Not previously issued as a draft

Ruling: 25. The reorganisation did not trigger a cessation time under former section 139CB for the RSUs and/or Options acquired by a participant and therefore there was no ESS deferred taxing point for the purposes of Subdivision 83A-C of the ITAA 1997. Commissioner of Taxation 31 October 2012


Appendix: Subdivision 83A-C: 26. Subsection 83A-5(2) of the Income Tax (Transitional Provisions) Act 1997 (IT(TP)A 1997) provides that Subdivision 83A-C of the ITAA 1997 (and the rest of Division 83A of the ITAA 1997 to the extent that it relates to that Subdivision) applies in relation to RSUs and Options (both referred to as Rights for the purposes of this Explanation) granted to a participant under the Plan if: | ESS deferred taxing point: 27. Where Subdivision 83A-C of the ITAA 1997 applies to an ESS interest, an amount will be included in the assessable income of a participant under subsection 83A-110(1) of the ITAA 1997 in respect of their ESS interest in the income year in which the earliest ESS deferred taxing point occurs. 28. The ESS deferred taxing point for rights is usually worked out under section 83A-120 of the ITAA 1997. However, because Subdivision 83A-C of the ITAA 1997 will apply to transitioned rights acquired before 1 July 2009, by virtue of subsection 83A-5(2) of the IT(TP)A 1997, subsection 83A-5(4) of the IT(TP)A 1997 applies. 29. Subparagraph 83A-5(4)(b)(i) of the IT(TP)A 1997 provides that the ESS deferred taxing point for a transitioned right acquired before 1 July 2009 will be the cessation time mentioned in former subsection 139B(3), subject to subsection 83A-120(3) of the ITAA 1997. 30. Therefore, whether an ESS deferred taxing point arises as a consequence of the reorganisation will depend on whether a cessation time as mentioned in former subsection 139B(3) results from the reorganisation. 31. A cessation time for Rights acquired before 1 July 2009 would occur as a result of the reorganisation at a time determined by former paragraph 139CB(1)(a). 32. However, former section 139CB operates within the scheme of former Division 13A. A Note at the end of former subsection 139CB(2) directs attention to former Subdivision DA of Division 13A (Subdivision DA) affecting whether the taxpayer is treated as disposing of a right or ceasing employment. 33. There will be no cessation time where the participant's replacement rights in Accenture plc are, for the purposes of Subdivision DA, treated as a continuation of the Rights in AL provided also that the participant does not cease employment within the meaning of former 139CB(2). | Conditions for the continuation of Rights: 34. The reorganisation constituted a restructure within the meaning provided by former section 139GCC. 35. Former subsection 139DQ(1) relevantly provides that where, as a result of a restructure: the matching rights are treated, for the purposes of former Division 13A, as if they are a continuation of the rights the employee held in the old company. 36. When a participant's rights in AL (old company) acquired under the Plan are changed to rights in Accenture plc, the participant is regarded as having acquired matching rights to shares in Accenture plc that replaced the rights to shares in AL that were acquired under the Plan. 37. Former section 139DR sets out the following conditions that must be met before replacement rights are treated as a continuation of existing rights under former section 139DQ: 38. Former subsection 139DQ(1) applies to the participant's replacement rights in Accenture plc as: Thus, for the purposes of Subdivision DA, the replacement rights in Accenture plc are treated as if they are a continuation of the participant's Rights in AL. | Continuation of employment: 39. For participants who continued to be employed by a subsidiary of the Accenture Group after the reorganisation, their employment is treated by former subsection 139DQ(3) as a continuation of the employment in respect of which they acquired their Rights in AL. Accordingly they have not ceased their employment within the meaning of former paragraph 139CB(1)(b). | Cessation time: 40. Accordingly, the reorganisation did not trigger a cessation time under former section 139CB and therefore there was no ESS deferred taxing point for the purposes of Subdivision 83A-C of the ITAA 1997 for the Rights that were acquired prior to 1 July 2009.


What this Ruling is about | NOT LEGALLY BINDING SECTION: | A public ruling is an expression of the Commissioner's opinion about the way in which a relevant provision applies, or would apply, to entities generally or to a class of entities in relation to a particular scheme or a class of schemes. | If you rely on this ruling, the Commissioner must apply the law to you in the way set out in the ruling (unless the Commissioner is satisfied that the ruling is incorrect and disadvantages you, in which case the law may be applied to you in a way that is more favourable for you - provided the Commissioner is not prevented from doing so by a time limit imposed by the law). You will be protected from having to pay any underpaid tax, penalty or interest in respect of the matters covered by this ruling if it turns out that it does not correctly state how the relevant provision applies to you. | Appendix 2 - Detailed contents list


Related rulings: TR 2006/10
Legislative references: TAA 1953 Copyright Act 1968 ITAA 1936 ITAA 1936 6(1) ITAA 1936 PtIII Div 13A ITAA 1936 139B(3) ITAA 1936 139CB ITAA 1936 139CB(1)(a) ITAA 1936 139CB(1)(b) ITAA 1936 139CB(2) ITAA 1936 139CD ITAA 1936 PtIII Div 13A Subdiv DA ITAA 1936 139DQ ITAA 1936 139DQ(1) ITAA 1936 139DQ(3) ITAA 1936 139DR ITAA 1936 139E ITAA 1936 139GCC ITAA 1997 Div 83A ITAA 1997 Subdiv 83A-C ITAA 1997 83A-110(1) ITAA 1997 83A-120 ITAA 1997 83A-120(3) IT(TP)A 1997 83A-5(2) IT(TP)A 1997 83A-5(4) IT(TP)A 1997 83A-5(4)(b)(i)
Subject references: company restructuring employee share schemes & options employee share ownership