Tax-free spin-off of 100% of YahooÂ’s remaining stake in Alibaba

Transaction will result in two independent public companies
›
SpinCo: All of Yahoo’s remaining shares in Alibaba + a legacy, ancillary, operating business of Yahoo (“Active Trade or Business”, or “ATB”)
›
Yahoo: YahooÂ’s operating business + YahooÂ’s 35.5% equity interest in Yahoo Japan

100% of the shares of SpinCo will be distributed to Yahoo shareholders pro rata

SpinCo will be an “investment company” registered under the Investment Company Act of 1940

SpinCo will assume no debt as part of the transaction; Yahoo to retain cash