Class Ruling CR 2026/28

What this ruling is about: 1. This Ruling sets out the income tax consequences for employees of Cushman & Wakefield plc (UK Head Co) or its subsidiaries from the right to acquire ordinary shares in UK Head Co (that they received pursuant to various employee share scheme plans) becoming the right to acquire common shares in Cushman & Wakefield Ltd. (Bermuda Head Co) as a result of Bermuda Head Co becoming the owner of UK Head Co on 27 November 2025 (Implementation Date). 2. Details of this scheme are set out in paragraphs 15 to 34 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 were an employee of UK Head Co or one of its subsidiaries who: 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 15 to 34 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 2025 to 30 June 2026. ESS interests under an employee share scheme 7. Your RSUs and PSUs in UK Head Co were an ESS interest in UK Head Co provided to employees under an employee share scheme (subsections 83A-10(1) and (2)). Application of Subdivision 83A-C 8. Subdivision 83A-C applied to your RSUs and PSUs in UK Head Co (subsection 83A-105(1)). 9. Therefore, you only have to include an amount in your assessable income in respect of your RSUs and PSUs in UK Head Co in the income year in which an ESS deferred taxing point for those RSUs and PSUs occurs (section 83A-110). New ESS interests are treated as a continuation of old ESS interests 10. Subsection 83A-130(1) was satisfied when Bermuda Head Co became the owner of UK Head Co on the Implementation Date of 27 November 2025. 11. The RSUs and PSUs in Bermuda Head Co are treated as a continuation of your original RSUs and PSUs in UK Head Co for the purposes of Division 83A (subsection 83A-130(2)). No ESS deferred taxing point 12. Your RSUs and PSUs in UK Head Co becoming RSUs and PSUs in Bermuda Head Co did not give rise to an ESS deferred taxing point under section 83A-120 (section 83A-130). Continuation of employment 13. Your employment by Bermuda Head Co or one of its subsidiaries is treated as a continuation of the employment in respect of which you acquired your original RSUs and PSUs in UK Head Co for the purposes of Division 83A (subsection 83A-130(6)). CGT event H2 14. CGT event H2 (section 104-155) happened as a result of the amendment of the terms of your RSUs and PSUs in UK Head Co so that they became RSUs and PSUs in Bermuda Head Co. However, you did not make a capital gain or capital loss from CGT event H2 happening. 15. 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. Cushman & Wakefield plc 16. UK Head Co is a company incorporated under the law of England and Wales on 13 June 2018. 17. UK Head Co has one class of shares on issue, being ordinary shares. 18. UK Head Co was listed on the New York Stock Exchange (NYSE). The ordinary shares in UK Head Co traded under the NYSE ticker symbol 'CWK'. 19. UK Head Co was the parent company of a global business that provided commercial real estate services. Interposing Cushman & Wakefield Ltd. as the holding company of Cushman & Wakefield plc 20. A restructure was implemented under which a new holding company was interposed over UK Head Co pursuant to a scheme of arrangement under Part 26 of the Companies Act 2006 (UK). 21. On 4 September 2025, the directors of UK Head Co formally proposed the scheme of arrangement to the shareholders of UK Head Co. The directors of UK Head Co formed the opinion that the restructure would reduce the administrative obligations and associated costs of being incorporated under the law of England and Wales while being listed on the NYSE. 22. On 16 October 2025, the scheme of arrangement was agreed to by the shareholders of UK Head Co as required by subsection 899(1) of the Companies Act 2006 (UK). 23. On 25 November 2025, the scheme of arrangement was sanctioned by the High Court of Justice of England and Wales under subsection 899(1) of the Companies Act 2006 (UK). 24. On the Implementation Date of 27 November 2025: 25. UK Head Co ceased to be listed on the NYSE. 26. In its place, Bermuda Head Co was listed on the NYSE and its common shares trade under the same NYSE ticker symbol 'CWK'. Key terms of the Time-Vested Restricted Stock Units and Performance-Vested Restricted Stock Units in Cushman & Wakefield plc 27. Under the Amended and Restated 2018 Omnibus Management Share and Cash Incentive Plan and the Second Amended and Restated 2018 Omnibus Management Share and Cash Incentive Plan, the key common characteristics of the RSUs and PSUs are that: 28. The RSUs were subject to time-based vesting conditions which required the employee to remain employed by UK Head Co or one of its subsidiaries for a certain period. 29. The PSUs were subject to both time-based vesting conditions (as described in the preceding paragraph) and performance-based vesting conditions (requiring the satisfaction of certain performance targets). Effect of the interposition of Cushman & Wakefield Ltd. on the Time-Vested Restricted Stock Units and Performance-Vested Restricted Stock Units 30. None of the RSUs and PSUs were cancelled or transferred as a result of Bermuda Head Co becoming the owner of UK Head Co. 31. Bermuda Head Co assumed all the rights, duties and obligations of UK Head Co under the outstanding unvested RSUs and PSUs. 32. The Plan terms governing the RSUs and PSUs, and other documents relating to the RSUs and PSUs, were amended so that all references to UK Head Co and its ordinary shares were replaced with references to Bermuda Head Co and its common shares. 33. The terms of the RSUs and PSUs otherwise remained the same (such as time-based and performance-based vesting conditions and the transfer prohibition). 34. Each RSU and PSU now gives the holder the right to be issued with one common share in Bermuda Head Co for nil consideration on the satisfaction of the relevant vesting conditions. Commissioner of Taxation 27 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: 7. Your RSUs and PSUs in UK Head Co were an ESS interest in UK Head Co provided to employees under an employee share scheme (subsections 83A-10(1) and (2)). | Application of Subdivision 83A-C: 8. Subdivision 83A-C applied to your RSUs and PSUs in UK Head Co (subsection 83A-105(1)). 9. Therefore, you only have to include an amount in your assessable income in respect of your RSUs and PSUs in UK Head Co in the income year in which an ESS deferred taxing point for those RSUs and PSUs occurs (section 83A-110). | New ESS interests are treated as a continuation of old ESS interests: 10. Subsection 83A-130(1) was satisfied when Bermuda Head Co became the owner of UK Head Co on the Implementation Date of 27 November 2025. 11. The RSUs and PSUs in Bermuda Head Co are treated as a continuation of your original RSUs and PSUs in UK Head Co for the purposes of Division 83A (subsection 83A-130(2)). | No ESS deferred taxing point: 12. Your RSUs and PSUs in UK Head Co becoming RSUs and PSUs in Bermuda Head Co did not give rise to an ESS deferred taxing point under section 83A-120 (section 83A-130). | Continuation of employment: 13. Your employment by Bermuda Head Co or one of its subsidiaries is treated as a continuation of the employment in respect of which you acquired your original RSUs and PSUs in UK Head Co for the purposes of Division 83A (subsection 83A-130(6)). | CGT event H2: 14. CGT event H2 (section 104-155) happened as a result of the amendment of the terms of your RSUs and PSUs in UK Head Co so that they became RSUs and PSUs in Bermuda Head Co. However, you did not make a capital gain or capital loss from CGT event H2 happening. 15. 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. | Cushman & Wakefield plc: 16. UK Head Co is a company incorporated under the law of England and Wales on 13 June 2018. 17. UK Head Co has one class of shares on issue, being ordinary shares. 18. UK Head Co was listed on the New York Stock Exchange (NYSE). The ordinary shares in UK Head Co traded under the NYSE ticker symbol 'CWK'. 19. UK Head Co was the parent company of a global business that provided commercial real estate services. | Interposing Cushman & Wakefield Ltd. as the holding company of Cushman & Wakefield plc: 20. A restructure was implemented under which a new holding company was interposed over UK Head Co pursuant to a scheme of arrangement under Part 26 of the Companies Act 2006 (UK). 21. On 4 September 2025, the directors of UK Head Co formally proposed the scheme of arrangement to the shareholders of UK Head Co. The directors of UK Head Co formed the opinion that the restructure would reduce the administrative obligations and associated costs of being incorporated under the law of England and Wales while being listed on the NYSE. 22. On 16 October 2025, the scheme of arrangement was agreed to by the shareholders of UK Head Co as required by subsection 899(1) of the Companies Act 2006 (UK). 23. On 25 November 2025, the scheme of arrangement was sanctioned by the High Court of Justice of England and Wales under subsection 899(1) of the Companies Act 2006 (UK). 24. On the Implementation Date of 27 November 2025: 25. UK Head Co ceased to be listed on the NYSE. 26. In its place, Bermuda Head Co was listed on the NYSE and its common shares trade under the same NYSE ticker symbol 'CWK'. | Key terms of the Time-Vested Restricted Stock Units and Performance-Vested Restricted Stock Units in Cushman & Wakefield plc: 27. Under the Amended and Restated 2018 Omnibus Management Share and Cash Incentive Plan and the Second Amended and Restated 2018 Omnibus Management Share and Cash Incentive Plan, the key common characteristics of the RSUs and PSUs are that: 28. The RSUs were subject to time-based vesting conditions which required the employee to remain employed by UK Head Co or one of its subsidiaries for a certain period. 29. The PSUs were subject to both time-based vesting conditions (as described in the preceding paragraph) and performance-based vesting conditions (requiring the satisfaction of certain performance targets). | Effect of the interposition of Cushman & Wakefield Ltd. on the Time-Vested Restricted Stock Units and Performance-Vested Restricted Stock Units: 30. None of the RSUs and PSUs were cancelled or transferred as a result of Bermuda Head Co becoming the owner of UK Head Co. 31. Bermuda Head Co assumed all the rights, duties and obligations of UK Head Co under the outstanding unvested RSUs and PSUs. 32. The Plan terms governing the RSUs and PSUs, and other documents relating to the RSUs and PSUs, were amended so that all references to UK Head Co and its ordinary shares were replaced with references to Bermuda Head Co and its common shares. 33. The terms of the RSUs and PSUs otherwise remained the same (such as time-based and performance-based vesting conditions and the transfer prohibition). 34. Each RSU and PSU now gives the holder the right to be issued with one common share in Bermuda Head Co for nil consideration on the satisfaction of the relevant vesting conditions. Commissioner of Taxation 27 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 Cushman & Wakefield plc (UK Head Co) or its subsidiaries from the right to acquire ordinary shares in UK Head Co (that they received pursuant to various employee share scheme plans) becoming the right to acquire common shares in Cushman & Wakefield Ltd. (Bermuda Head Co) as a result of Bermuda Head Co becoming the owner of UK Head Co on 27 November 2025 (Implementation Date). 2. Details of this scheme are set out in paragraphs 15 to 34 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 were an employee of UK Head Co or one of its subsidiaries who: 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 15 to 34 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 2025 to 30 June 2026. | ESS interests under an employee share scheme: 7. Your RSUs and PSUs in UK Head Co were an ESS interest in UK Head Co provided to employees under an employee share scheme (subsections 83A-10(1) and (2)). | Application of Subdivision 83A-C: 8. Subdivision 83A-C applied to your RSUs and PSUs in UK Head Co (subsection 83A-105(1)). 9. Therefore, you only have to include an amount in your assessable income in respect of your RSUs and PSUs in UK Head Co in the income year in which an ESS deferred taxing point for those RSUs and PSUs occurs (section 83A-110). | New ESS interests are treated as a continuation of old ESS interests: 10. Subsection 83A-130(1) was satisfied when Bermuda Head Co became the owner of UK Head Co on the Implementation Date of 27 November 2025. 11. The RSUs and PSUs in Bermuda Head Co are treated as a continuation of your original RSUs and PSUs in UK Head Co for the purposes of Division 83A (subsection 83A-130(2)). | No ESS deferred taxing point: 12. Your RSUs and PSUs in UK Head Co becoming RSUs and PSUs in Bermuda Head Co did not give rise to an ESS deferred taxing point under section 83A-120 (section 83A-130). | Continuation of employment: 13. Your employment by Bermuda Head Co or one of its subsidiaries is treated as a continuation of the employment in respect of which you acquired your original RSUs and PSUs in UK Head Co for the purposes of Division 83A (subsection 83A-130(6)). | CGT event H2: 14. CGT event H2 (section 104-155) happened as a result of the amendment of the terms of your RSUs and PSUs in UK Head Co so that they became RSUs and PSUs in Bermuda Head Co. However, you did not make a capital gain or capital loss from CGT event H2 happening. 15. 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. | Cushman & Wakefield plc: 16. UK Head Co is a company incorporated under the law of England and Wales on 13 June 2018. 17. UK Head Co has one class of shares on issue, being ordinary shares. 18. UK Head Co was listed on the New York Stock Exchange (NYSE). The ordinary shares in UK Head Co traded under the NYSE ticker symbol 'CWK'. 19. UK Head Co was the parent company of a global business that provided commercial real estate services. | Interposing Cushman & Wakefield Ltd. as the holding company of Cushman & Wakefield plc: 20. A restructure was implemented under which a new holding company was interposed over UK Head Co pursuant to a scheme of arrangement under Part 26 of the Companies Act 2006 (UK). 21. On 4 September 2025, the directors of UK Head Co formally proposed the scheme of arrangement to the shareholders of UK Head Co. The directors of UK Head Co formed the opinion that the restructure would reduce the administrative obligations and associated costs of being incorporated under the law of England and Wales while being listed on the NYSE. 22. On 16 October 2025, the scheme of arrangement was agreed to by the shareholders of UK Head Co as required by subsection 899(1) of the Companies Act 2006 (UK). 23. On 25 November 2025, the scheme of arrangement was sanctioned by the High Court of Justice of England and Wales under subsection 899(1) of the Companies Act 2006 (UK). 24. On the Implementation Date of 27 November 2025: 25. UK Head Co ceased to be listed on the NYSE. 26. In its place, Bermuda Head Co was listed on the NYSE and its common shares trade under the same NYSE ticker symbol 'CWK'. | Key terms of the Time-Vested Restricted Stock Units and Performance-Vested Restricted Stock Units in Cushman & Wakefield plc: 27. Under the Amended and Restated 2018 Omnibus Management Share and Cash Incentive Plan and the Second Amended and Restated 2018 Omnibus Management Share and Cash Incentive Plan, the key common characteristics of the RSUs and PSUs are that: 28. The RSUs were subject to time-based vesting conditions which required the employee to remain employed by UK Head Co or one of its subsidiaries for a certain period. 29. The PSUs were subject to both time-based vesting conditions (as described in the preceding paragraph) and performance-based vesting conditions (requiring the satisfaction of certain performance targets). | Effect of the interposition of Cushman & Wakefield Ltd. on the Time-Vested Restricted Stock Units and Performance-Vested Restricted Stock Units: 30. None of the RSUs and PSUs were cancelled or transferred as a result of Bermuda Head Co becoming the owner of UK Head Co. 31. Bermuda Head Co assumed all the rights, duties and obligations of UK Head Co under the outstanding unvested RSUs and PSUs. 32. The Plan terms governing the RSUs and PSUs, and other documents relating to the RSUs and PSUs, were amended so that all references to UK Head Co and its ordinary shares were replaced with references to Bermuda Head Co and its common shares. 33. The terms of the RSUs and PSUs otherwise remained the same (such as time-based and performance-based vesting conditions and the transfer prohibition). 34. Each RSU and PSU now gives the holder the right to be issued with one common share in Bermuda Head Co for nil consideration on the satisfaction of the relevant vesting conditions. Commissioner of Taxation 27 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 1936 318 ITAA 1997 Div 83A ITAA 1997 83A-10(1) ITAA 1997 83A-10(2) ITAA 1997 Subdiv 83A-C ITAA 1997 83A-105(1) ITAA 1997 83A-110 ITAA 1997 83A-120 ITAA 1997 83A-130 ITAA 1997 83A-130(1) ITAA 1997 83A-130(2) ITAA 1997 83A-130(6) ITAA 1997 Div 230 Companies Act 2006 (UK) Pt 26 Companies Act 2006 (UK) 899(1)