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UK Tax Strategy

GWI UK Tax Strategy

This Strategy document applies to GWI UK Holding Limited and all its UK subsidiaries (collectively referred to as “GWI UK”). GWI UK is ultimately owned by Genesee & Wyoming Inc. (“GWI”).  GWI is a publicly traded company on the New York Stock Exchange; accordingly, all of GWI’s subsidiaries are subject to the financial reporting disclosures, controls and procedures in place for publicly traded companies. All employees of GWI subsidiaries are required to comply with policies including a code of ethics and core values. GWI’s core values are Focus for disciplined growth, Integrity to earn the trust of others, Respect for all people with whom we deal, and Excellence in all we do (FIRE).

Tax Governance and Compliance Framework

The ultimate responsibility for GWI UK’s tax strategy and compliance rests with the Board of GWI UK (“the Board”). The Board delegates the executive financial management of the group (including tax matters) to the Chief Financial Officer – UK/Europe. The day to day management of GWI UK’s tax af- fairs is delegated to the Financial Controller – UK/Europe with assistance from the Tax Manager – UK/ Europe who is appropriately tax qualified.

The Board also appoints an Audit Committee to provide independent assurance to the Board that risks (including tax) are appropriately controlled and managed.

GWI UK complies with tax law and practice in the UK. This means paying the right amount of tax in a timely manner, disclosing all relevant facts and circumstances to HMRC, and claiming reliefs and incentives where available.

Management of Tax Risk

GWI UK seeks to reduce the level of tax risk arising from its operations as far as is reasonably practicable by ensuring reasonable care is applied in relation to all processes which could materially affect its compliance with its tax obligations.

Given the scale of its business and volume of tax obligations, risks will inevitably arise from time to time in relation to the interpretation of tax law and the nature of compliance arrangements. GWI UK proactively seeks to identify, evaluate, manage and monitor these risks for business and legislative changes. External advice is sought to reduce and manage risks when necessary.

Attitude to Tax Planning

In structuring its commercial activities, GWI UK will consider – among other factors – the appropriate tax laws with a view to maximising value on a sustainable basis for shareholders. Any tax positions taken will have commercial and economic substance and will have regard to the potential impact on GWI UK’s reputation and broader commercial objectives.

GWI UK will not undertake any tax planning that is contrived or artificial and will seek external tax advice where required.

Working with HMRC

GWI UK is committed to engage with HMRC in such a way as outlined in GWI’s Code of Ethics and Conduct:

“We must always provide stakeholders with financial information that is accurate, complete, objective, fair, relevant, timely and understandable, including in our filings and other submissions to the U.S. Securities and Exchange Commission, tax regulators and other public bodies.”

GWI UK seeks to have a transparent and constructive relationship with HMRC through regular meetings and communication in respect of developments in GWI UK’s business.

Should any dispute arise with regard to the interpretation and application of tax law, GWI UK is committed to addressing the matter promptly and resolving it in an open and constructive manner with HMRC.

This strategy is compliant with the UK tax strategy publication requirement set out in Part 2 of Schedule 19 Finance Act 2016.

This strategy is approved, owned and overseen by the Board of GWI UK.

G&W UK Tax Strategy