Our Tax Strategy

Hayter Holdings Limited (“Company”) is a wholly owned subsidiary of The Toro Company (“Toro”).  Toro is a company based in the United States of America and designs, manufactures, and markets professional turf maintenance equipment and services, turf irrigation systems, landscaping equipment and lighting products, snow and ice management products, agricultural micro-irrigation systems, rental and specialty construction equipment, and residential yard and snow thrower products.

The principal activity of the Company is that of a holding company to Toro UK Limited (“Toro UK”).  The principal activity of Toro UK is the design, manufacture, marketing, and distribution of grass-cutting machinery.  Collectively, the Company and Toro UK will be termed as the “UK Group” in this summary of Tax Strategy.

In the operation of their business, UK Group members strive to be world-class companies, responsible corporate citizens, and good employers.

The UK Group conducts business activities that generate the reporting and payment of a variety of taxes, including income taxes, employer and employee taxes, as well as indirect taxes such as excise duties and VAT.  The taxes reported and paid by the UK Group form a significant part of the UK Group’s economic contribution to the United Kingdom.

Toro’s Code of Conduct is adhered to by all companies under its ownership, including UK Group members.  Therefore, before any action (including any action having tax implications) is undertaken by UK Group members or any of their employees, three questions are to be asked, as denoted in the Code of Conduct:

• Is my action the right thing to do?
• Could my action or decision withstand public scrutiny?
• Will my action or decision enhance Toro’s ethical reputation?

Consistent with the Company Code of Conduct, the UK Group adheres to the following Tax Strategy, which is being published here pursuant to Paragraph 19(2) , Schedule 19, Finance Act 2016:

1. Tax Planning

The UK Group engages in tax planning that supports its business and reflects commercial and economic activity.  It does not engage in artificial arrangements.

The UK Group adheres to relevant tax law and seeks to minimize the risk of uncertainty or disputes.

UK Group members conduct transactions with other Toro group companies on an arm’s-length basis and in accordance with current OECD principals.

Tax incentives and exemptions are sometimes implemented by governments and fiscal authorities in order to support investment, employment, and economic development.  Where such incentives and exemptions exist and when relevant to Toro’s business, Toro-group companies (including the UK Group) may seek to apply them, with the intent to implement in the manner intended by the governments and fiscal authorities.

Toro and its subsidiaries, including the UK Group, are committed to maintaining an open, transparent, and collaborative approach in our dealings with taxing authorities.

For example, the UK Group supports the principal behind multilateral moves towards greater transparency that increase understanding of tax systems and build public trust.  Toro has a team dedicated to establishing systems to meet the transparency requirements of Base Erosion and Profit Shifting (“BEPS”) reporting originating from the BEPS project, which was initiated by Organization for Economic Cooperation and Development (“OECD”).  Toro worked with all of its subsidiaries in establishing BEPS reporting, including members of the UK Group.  Such reporting has been implemented and is on-going.

The UK Group monitors its tax reporting on an on-going basis.  If incorrect reporting is identified, amended reporting or voluntary disclosure would be made to the taxing authorities.  The UK Group is committed to remitting the right amount of tax in the UK.

Regarding audits by or assessments from the taxing authorities, the UK Group strives to work collaboratively wherever possible with fiscal authorities to resolve disputes and to achieve early agreement and certainty.

Toro and its subsidiaries, including the UK Group, have a low tolerance for tax risk.  Transactions undertaken by the UK Group are motivated by business reasons, and any tax implications to such transactions are thoroughly analyzed and vetted.

Toro partners with all of its subsidiaries, including UK Group members, to identify, assess, and manage tax risks and account for them appropriately.  Risk management measures, including controls over compliance systems, are maintained and monitored for their effectiveness.

4. Governance

The Toro group Global Tax Director owns and implements the approach to tax, which is adopted by all Toro affiliates, including the UK Group.  The Toro group Global Tax Director collaborates the approach with the Treasurer / Sr. Managing Director, Global Tax & Investor Relations, the Chief Financial Officer, and the Chief Executive Officer of Toro to ensure the approach is consistent with Toro’s values.  In addition, the approach is annually monitored by the Toro Board Finance Committee pursuant to the Finance Committee Charter.  The Toro group Global Tax Director is also responsible for ensuring that policies and procedures that support the approach are in place, maintained and used consistently around the world by all Toro subsidiaries, including the UK Group.

Further Information

The Tax Strategy is reviewed and update annually.  It was last approved for the fiscal year ending October 31, 2024 by the Treasurer / Sr. Managing Director, Global Tax & Investor Relations and the Toro Global Tax Director.