Class Ruling CR 2019/42
Date of effect: 1 July 2018

What this ruling is about: 1. This Ruling sets out the Commissioner's opinion on the way in which the relevant provisions identified below apply to the defined class of entities, who take part in the scheme to which this Ruling relates. Relevant provisions 2. The relevant provisions dealt with in this Ruling are: All legislative references in this Ruling are to the ITAA 1997 unless otherwise stated. Class of entities 3. The class of entities to which this Ruling applies are Amcor Limited ( Amcor ) shareholders who: Qualifications 4. The Commissioner makes this Ruling based on the precise scheme 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 8 to 14 of this Ruling. 6. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then:

Class of entities or scheme: 3. The class of entities to which this Ruling applies are Amcor Limited ( Amcor ) shareholders who: | Qualifications: 4. The Commissioner makes this Ruling based on the precise scheme 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 8 to 14 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 Ruling applies from 1 July 2018 to 30 June 2019. The Ruling continues to apply after 30 June 2019 to all entities within the specified class who entered into the specified scheme during the term of the Ruling. 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 Public Rulings ). 8. 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: | Relevant entities: 9. Amcor is an Australian resident company and is the head company of an Australian income tax consolidated group. Its shares are listed on the Australian Securities Exchange (ASX). 10. Bemis Company, Inc. ( Bemis ) is the head company of a US headquartered group with subsidiary operations throughout the world. | Detailed steps of the scheme: 11. Step 1 - on 6 August 2018, Amcor incorporated Amcor plc ( New Amcor ), a Jersey company formerly known as Arctic Jersey Limited. New Amcor had 13,001 ordinary shares on issue with 12,999 shares held by Amcor and the remaining 2 shares held by Ogier, (Amcor's lawyers in Jersey) through Ogier Global (Jersey) Limited (a Jersey nominee company). On the same day, New Amcor incorporated a Missouri corporation, Arctic Corp ( Merger Sub ). 12. Step 2 - on 11 June 2019 (the Implementation Date ), pursuant to a scheme of arrangement effected under Part 5.1 of the Corporations Act 2001, New Amcor acquired all the shares in Amcor from Amcor shareholders with each Amcor share exchanged for the Scheme Consideration , being: The original New Amcor shares held by Amcor and Ogier were bought back and cancelled by New Amcor. Amcor delisted from the ASX whilst New Amcor listed on the New York Stock Exchange (NYSE) with a secondary listing on the ASX. 13. Step 3 - Bemis merged into Merger Sub (with Bemis as the surviving entity). In exchange, Bemis shareholders received 5.1 New Amcor shares for each Bemis share held, resulting in Amcor and Bemis shareholders owning approximately 71% and 29% New Amcor shares respectively. | Other matters: 14. This Ruling is made on the following basis: | CGT event A1 happened on the disposal of Amcor shares: 15. CGT event A1 will happen when Amcor shareholders dispose their Amcor shares to New Amcor under the Scheme described in this Ruling (subsection 104-10(1)). 16. The time of CGT event A1 is on the Implementation Date (subsection 104-10(3)). 17. A shareholder makes a capital gain from CGT event A1 happening if the capital proceeds from the disposal of their Amcor share exceed its cost base. A shareholder makes a capital loss from CGT event A1 happening if the capital proceeds from the disposal of their Amcor share are less than its reduced cost base (subsection 104-10(4)). 18. The capital proceeds from CGT event A1 happening is equal to the market value of the New Amcor share or CDI received on the Implementation Date (paragraph 116-20(1)(b)). | Availability of scrip for scrip roll-over if capital gain is made: 19. Amcor shareholders, who make a capital gain from the disposal of their Amcor shares, may choose to obtain scrip for scrip roll-over (sections 124-780 and 124-785). 20. Scrip for scrip roll-over cannot be chosen if any capital gain an Amcor shareholder might subsequently make from their replacement New Amcor share or CDI would be disregarded, except because of a roll-over (paragraph 124-795(2)(a)). | Capital gain is disregarded: 21. If an Amcor shareholder chooses scrip for scrip roll-over, the capital gain they make upon the disposal of an Amcor share to New Amcor is disregarded (subsection 124-785(1)). | Acquisition date of New Amcor shares and CDIs: 22. If an Amcor shareholder chooses scrip for scrip roll-over, the acquisition date of the New Amcor shares or CDIs for the purpose of making a discount capital gain is the date they acquired the Amcor shares that were exchanged (item 2 of the table in subsection 115-30(1)). | Cost base / reduced cost base of the New Amcor Shares and CDIs received: 23. If an Amcor shareholder chooses scrip for scrip roll-over, the first element of the Cost base / reduced cost base of each replacement New Amcor share or CDI received is worked out by reasonably attributing to it the Cost base / reduced cost base of the Amcor share which was exchanged and for which the roll-over was obtained (subsections 124-785(2) and 124-785(4)). | Capital gain is not disregarded: 24. An Amcor shareholder who does not choose roll-over, or cannot choose roll-over, must take into account any capital gain or capital loss from CGT event A1 happening on the disposal of their Amcor shares in working out their net capital gain or net capital loss for the income year in which CGT event A1 happened (sections 102-5 and 102-10). 25. An Amcor shareholder, who makes a capital gain where roll-over is not chosen, or cannot be chosen, can treat the capital gain as a 'discount capital gain' provided that the conditions of Subdivision 115-A are met. Amcor shares must have been acquired, or taken to have been acquired, by the shareholder at least 12 months before the Implementation Date. | Acquisition date of New Amcor shares and CDIs: 26. An Amcor shareholder who does not choose roll-over, or cannot choose roll-over, will acquire their New Amcor shares or CDIs on the Implementation Date (item 2 of the table in section 109-10). | Cost base / reduced cost base of New Amcor shares and CDIs received: 27. If an Amcor shareholder does not choose roll-over, or cannot choose roll-over, the first element of the Cost base / reduced cost base of the replacement New Amcor share or CDI received is equal to the market value of the Amcor share given in respect of acquiring the New Amcor share or CDI (subsections 110-25(2) and 110-55(2)). The market value of the Amcor share is worked out as at the time of the acquisition of the New Amcor share or CDI on the Implementation Date. Commissioner of Taxation 26 June 2019 | Availability of scrip for scrip roll-over under Subdivision 124-M if capital gain is made: 28. One tax consequence that is the subject of this Ruling is the availability of scrip for scrip roll-over under Subdivision 124-M. The roll-over enables a shareholder to disregard a capital gain from a share that is disposed if the shareholder receives a replacement share or CDI in exchange. It also provides special rules for calculating the Cost base / reduced cost base of the replacement share or CDI. 29. Subdivision 124-M contains a number of conditions for, and exceptions to, a shareholder being able to choose scrip for scrip roll-over. The main requirements that are relevant to the scheme that is the subject of this Ruling are: 30. The scheme that is the subject of this Ruling satisfies the requirements of roll-over under Subdivision 124-M. 31. The following is a detailed contents list for this Ruling: © 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

Ruling: CGT event A1 happened on the disposal of Amcor shares: 15. CGT event A1 will happen when Amcor shareholders dispose their Amcor shares to New Amcor under the Scheme described in this Ruling (subsection 104-10(1)). 16. The time of CGT event A1 is on the Implementation Date (subsection 104-10(3)). 17. A shareholder makes a capital gain from CGT event A1 happening if the capital proceeds from the disposal of their Amcor share exceed its cost base. A shareholder makes a capital loss from CGT event A1 happening if the capital proceeds from the disposal of their Amcor share are less than its reduced cost base (subsection 104-10(4)). 18. The capital proceeds from CGT event A1 happening is equal to the market value of the New Amcor share or CDI received on the Implementation Date (paragraph 116-20(1)(b)). | Availability of scrip for scrip roll-over if capital gain is made: 19. Amcor shareholders, who make a capital gain from the disposal of their Amcor shares, may choose to obtain scrip for scrip roll-over (sections 124-780 and 124-785). 20. Scrip for scrip roll-over cannot be chosen if any capital gain an Amcor shareholder might subsequently make from their replacement New Amcor share or CDI would be disregarded, except because of a roll-over (paragraph 124-795(2)(a)). | Capital gain is disregarded: 21. If an Amcor shareholder chooses scrip for scrip roll-over, the capital gain they make upon the disposal of an Amcor share to New Amcor is disregarded (subsection 124-785(1)). | Acquisition date of New Amcor shares and CDIs: 22. If an Amcor shareholder chooses scrip for scrip roll-over, the acquisition date of the New Amcor shares or CDIs for the purpose of making a discount capital gain is the date they acquired the Amcor shares that were exchanged (item 2 of the table in subsection 115-30(1)). | Cost base / reduced cost base of the New Amcor Shares and CDIs received: 23. If an Amcor shareholder chooses scrip for scrip roll-over, the first element of the Cost base / reduced cost base of each replacement New Amcor share or CDI received is worked out by reasonably attributing to it the Cost base / reduced cost base of the Amcor share which was exchanged and for which the roll-over was obtained (subsections 124-785(2) and 124-785(4)). | Capital gain is not disregarded: 24. An Amcor shareholder who does not choose roll-over, or cannot choose roll-over, must take into account any capital gain or capital loss from CGT event A1 happening on the disposal of their Amcor shares in working out their net capital gain or net capital loss for the income year in which CGT event A1 happened (sections 102-5 and 102-10). 25. An Amcor shareholder, who makes a capital gain where roll-over is not chosen, or cannot be chosen, can treat the capital gain as a 'discount capital gain' provided that the conditions of Subdivision 115-A are met. Amcor shares must have been acquired, or taken to have been acquired, by the shareholder at least 12 months before the Implementation Date. | Acquisition date of New Amcor shares and CDIs: 26. An Amcor shareholder who does not choose roll-over, or cannot choose roll-over, will acquire their New Amcor shares or CDIs on the Implementation Date (item 2 of the table in section 109-10). | Cost base / reduced cost base of New Amcor shares and CDIs received: 27. If an Amcor shareholder does not choose roll-over, or cannot choose roll-over, the first element of the Cost base / reduced cost base of the replacement New Amcor share or CDI received is equal to the market value of the Amcor share given in respect of acquiring the New Amcor share or CDI (subsections 110-25(2) and 110-55(2)). The market value of the Amcor share is worked out as at the time of the acquisition of the New Amcor share or CDI on the Implementation Date. Commissioner of Taxation 26 June 2019


Appendix: Availability of scrip for scrip roll-over under Subdivision 124-M if capital gain is made: 28. One tax consequence that is the subject of this Ruling is the availability of scrip for scrip roll-over under Subdivision 124-M. The roll-over enables a shareholder to disregard a capital gain from a share that is disposed if the shareholder receives a replacement share or CDI in exchange. It also provides special rules for calculating the Cost base / reduced cost base of the replacement share or CDI. 29. Subdivision 124-M contains a number of conditions for, and exceptions to, a shareholder being able to choose scrip for scrip roll-over. The main requirements that are relevant to the scheme that is the subject of this Ruling are: 30. The scheme that is the subject of this Ruling satisfies the requirements of roll-over under Subdivision 124-M.


Summary - what this Ruling is about | NOT LEGALLY BINDING SECTION: | 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. | Details steps of the scheme | Consequences if scrip for scrip roll-over is chosen | Consequences if scrip for scrip roll-over is not chosen, or cannot be chosen | Appendix 2 - Detailed contents list


Related rulings: TR 2006/10 CR 2014/11
Legislative references: ITAA 1936 ITAA 1936 6(1) ITAA 1997 ITAA 1997 102-5 ITAA 1997 102-10 ITAA 1997 104-10(1) ITAA 1997 104-10(3) ITAA 1997 104-10(4) ITAA 1997 106-50 ITAA 1997 109-10 ITAA 1997 Div 110 ITAA 1997 110-25(2) ITAA 1997 110-55(2) ITAA 1997 Subdiv 115-A ITAA 1997 115-30 ITAA 1997 115-30(1) ITAA 1997 116-20 ITAA 1997 116-20(1)(b) ITAA 1997 Subdiv 124-M ITAA 1997 124-780 ITAA 1997 124-780(2) ITAA 1997 124-780(2A) ITAA 1997 124-780(6) ITAA 1997 124-783 ITAA 1997 124-785 ITAA 1997 124-785(1) ITAA 1997 124-785(2) ITAA 1997 124-785(4) ITAA 1997 124-795(2)(a) ITAA 1997 124-795(4) ITAA 1997 124-810 ITAA 1997 Div 230 ITAA 1997 995-1(1) Corporations Act 2001 Corporations Act 2001 Pt 5.1