KPMG

Date: 28 March 2023

Memo to: UPL partner

From: Duong Le Dien

Subject: Recommendation for on how UPL should communicate tax-related issues to its shareholders on
the share buy-back

I’m writing to inform you about some ideas I have come up with to effectively and efficiently convey tax
consequences and underlying issues to shareholders, which also covers evidences of ATO’s acceptance
for the position.

As the company have been retaining profits for many years for acquisition purposes, it will come as a
surprise to shareholders when announcing it will buy back shares. Moreover, because only the
Australian and New Zealand is entitled to the share buyback, the communication will be covered in
these two countries only. Lastly, due to the entitlement of franking credit tax offset and different
treatments of Sale Consideration for different individuals and entities, personalised communication
should be favored.

Based on the above information, UPL should open a press conference to announce the buyback 1 month
before the buyback before sending emails about tax consequences for each type of shareholders until
the buy-back date. Holding a press conference should provide investors within Australia and New
Zealand the general details of the buyback while covering key aspects of the tax consequences. After
that, the emails will go in depth how the dividend component, capital component and sales
consideration will be treated for tax purposes.

4 outcomes that the shareholders may not expect include requirements to be a ‘qualified person’, when
the some entities are not entitled to tax refund, implications of holding shares as trading stock or
revenue account, and the fact that capital component is not considered for franking distribution.

We believe that these recommendations will help you to communicate important information covering
tax of the buy-back to customers, and we would be happy to discuss and address any concerns may
them arise.

We value your business and would love to help it achieve success. Please do not hesitate to contact us if
you need further assistance.

Sincerely,

Duong Le Dien