1 Introduction
Purpose
1.1 The purpose of this document is to record the UK tax strategy of Atlantis Investorco Limited and its subsidiaries (the “UK Group”), Cadeler’s UK tax group, as required by paragraph 16(2), Schedule 19 of the Finance Act 2016. This tax strategy is effective from 1 January 2024.
1.2 The purpose of this tax strategy is to set out the governing principles for UK tax management, and the guidelines approved by the Board of Directors under which the Executive Management can make decisions which have a tax implication, including VAT, in the UK.
1.3 Each of the entities within the UK Group is wholly owned by Cadeler A/S, a global enterprise, with subsidiaries operating in multiple countries which are governed by tax legislation at a national and international level. This tax strategy is subsidiary to the global Tax Policy adopted by Cadeler A/S.
Overall Tax Strategy
1.4 The UK Group’s overall tax strategy is to comply with tax legislation (both in the UK and internationally) and meet the UK Group’s stakeholders’ expectations of corporate social responsibility while ensuring a return on investment for the UK Group’s shareholders.
2 Governance
2.1 The Board of Directors is responsible for the overall tax policy and for the specific guidelines applicable to the UK Group, as described in this UK tax strategy.
2.2 The Executive Management is responsible for preparation of sufficient documentation of tax decisions taken and for making recommendations to the Board of Directors about this tax strategy and compliance herewith.
2.3 It is the responsibility of the Executive Management to ensure that tax decisions are made taking due consideration of the overall tax guidelines. It is also the responsibility of the Executive Management to monitor tax risks on an ongoing basis and take appropriate action in accordance with this tax strategy.
2.4 The overall responsibility of the Executive Management’s handling of tax matters and the day-to-day responsibility lies with the CFO, supported by the UK Group’s Finance & HR department.
2.5 The responsibility includes tax risk management, tax structuring, transfer pricing, tax audits, corporate income tax compliance, VAT and tax on labour costs, compliance and payroll tax.
3 Principles
3.1 The general tax policy of the UK Group is to comply with tax legislation (both in the UK and internationally) and meet the UK Group’s stakeholders’ expectations of corporate social responsibility while ensuring a return on investment for the UK Group’s shareholders.
3.2 The UK Group is committed to operate in full compliance with all UK and international tax laws and guidelines, including UK VAT and tax on labour costs rules, and closely follows developments in the relevant areas.
3.3 The UK Group acknowledges that taxes are an important contributor to stability and sustainable development in the countries in which the UK Group does business, and the Board of Directors has therefore approved the following principles regarding the implementation of the Tax Policy, and this tax strategy, that the Executive Management must adhere to and ensure compliance with:
3.3.1 Following the OECD's guidelines for transfer pricing and basing all transfer pricing calculations on the arm's length principle.
3.3.2 Avoiding engaging in aggressive tax planning that moves revenue from high to low tax countries in order to minimize tax payments.
3.3.3 Avoiding using secrecy jurisdictions to evade taxation.
3.3.4 If the tax laws are ambiguous or open to interpretation, interpreting such unclear tax provisions in a justified and defensible manner and to the extent deemed relevant seeking to clarify material issues, for instance by requesting a binding advance ruling from the relevant tax authorities.
3.3.5 Aiming for a competitive taxation level that is comparable to that of the UK Group’s peers, while at the same time maintaining a balanced tax risk profile and avoiding participating in tax evasion activities.
3.3.6 Having a simple, transparent tax setup and only using business structures that reflect the UK Group’s business strategy and activities, always considering tax issues from a UK Group perspective, including avoiding double taxation.
3.3.7 In undertaking investments, establishing partnerships or launching commercial activities, the UK Group’s primary focus will always be commercial, and not to engage in any activities solely for the purpose of reducing the UK Group’s tax payments.
Tax Risk Appetite
3.4 Tax decisions shall always be business driven and any tax plans to be implemented shall be based on the actual and commercial substance of the business.
3.5 Tax is a cost of doing business and like any other cost the total tax cost should be proactively monitored and balanced under due consideration of the content of this Tax Policy in general and to protect shareholder value.
3.6 The UK Group will deduct costs and losses against income and apply available tax exemptions and reductions.
3.7 The UK Group will seek to minimize double taxation by applying relevant remedies available under applicable law.
4 Tax risk management
4.1 Tax risk management, including the identification of risks and the mitigation thereof is part of the group-wide risk management process for Cadeler A/S and its subsidiaries, including the UK Group, and as such tax risk management shall be part of the ongoing risk assessment and management.
5 Disclosure and interaction with tax authorities
5.1 The UK Group will seek to be transparent and fully disclose facts and circumstances to the relevant tax authorities, including HMRC, when requested to do so.
6 Publication
6.1 This tax strategy will be publicly available.