Microcourt Limited – Tax Strategy

This document, which has been approved by the Board of Directors of Microcourt Limited ('Microcourt'), provides an overview of the tax strategy, tax policy and risk management of Microcourt. The strategy is drawn up in accordance with the requirements of Schedule 19 of the Finance Act 2016 and is effective for the year ending 28 February 2021.

Microcourt is a UK based, wholly owned subsidiary of AG Interactive, Inc. AG Interactive, Inc is a subsidiary of American Greetings Corporation ("AG")..

We are committed to being a responsible business in all aspects, and paying the right amount of tax at the right time is a fundamental principle of our operation.

We are therefore committed to:

  • Following all applicable laws and regulations relating to all taxes

  • Maintaining an open and honest relationship with the tax authorities based on collaboration and integrity

  • Ensuring our governance process for managing our tax position is appropriate and robust

  • Applying diligence and professional care in carrying out our tax responsibilities and reporting

Risk Management

We consider our tax affairs to be transparent and compliant with tax legislation. We do, however, recognise that tax compliance is increasingly complex. Eliminating tax risks (being the incorrect application of tax rules or calculations within tax returns) entirely is impossible, as such Microcourt's assessment of the level of control required over the processes designed to reduce these tax risks is driven by the likelihood of occurrence and the scales of the impact.

We seek to identify, evaluate, monitor and manage these risks to ensure they remain in line with our objectives. When tax laws change, we review in due process and seek to adjust our procedures to reflect those changes in a timely manner. There is very close liaison with our professional advisors, from whom advice is sought on all tax related matters where there is uncertainty or complexity. There is also a close working relationship with AG's tax department on group related matters that impact Microcourt.

AG's finance team has responsibility for the tax affairs of AG and its consolidated subsidiaries, including Microcourt. As such, AG's finance team advises the Board of Directors of Microcourt on its tax positions and any associated risks to ensure, among other things:

  • the proper control and management of tax risk; and

  • that tax is correctly stated in the statutory accounts and tax returns and is paid accurately and timely.

Tax planning

The Company will avail itself of available tax reliefs and allowances that are permitted by law, however, we seek to avoid engaging in tax schemes that are contrary to the clear intentions of tax legislation.

We will use tax planning within the confines of the above and such planning will be to support the business strategy, and to ensure that commercial transactions are structured in a tax efficient way.

We use external tax advisors to ensure that we receive the necessary technical guidance to ensure these tax planning concepts are adhered to.

HM Revenue and Customs ("HMRC") Relationship

The Company seeks to have a transparent and constructive relationship with HMRC in which the Company acts in an open and honest manner. We engage with HMRC in a number of ways evidencing this approach.

In particular

  • the Company and its advisors seek to deal with correspondence with HMRC covering all taxes in a timely manner; and

  • the Company engages qualified advisors to ensure compliance with the relevant legislation and to seek non-statutory clearance from HMRC (where appropriate), in the event complex business strategies are pursued involving tax treatments with unresolved or otherwise open interpretations.

March 2022