# Transfer Pricing Master File: [MNE group name] FY[YYYY]

> Group-level transfer pricing documentation (the "master file") for a
> multinational enterprise (MNE) group: organisational structure,
> business description and value drivers, supply chains, intangibles,
> intercompany financing, financial and tax positions, and the group's
> transfer pricing policies. Structure follows the OECD Transfer
> Pricing Guidelines for Multinational Enterprises and Tax
> Administrations 2022, Chapter V, Annex I, with a cross-reference to
> local rules in the United Kingdom, the United States, Vietnam and
> Germany (as of 2026-10). Replace every `[bracketed]` value and every
> row marked *Example*. This is a document format, not tax, legal,
> accounting or financial advice. Requirements are referenced by
> number: obtain the guidelines or the law for the normative text.

<!--
Guidance: How to use this template
- The master file gives every tax administration where the group operates
  the same high-level picture: who does what, where value is created, which
  intangibles drive profit, how the group finances itself and how it prices
  transactions between its entities. Entity-level detail and the benchmark
  belong in each local file: Transfer Pricing Local File
  (`finance/transfer-pricing-local-file`).
- Write it once per financial year for the whole group, in one language
  (usually English), and keep it consistent with the country-by-country
  report: Country-by-Country Report Workpaper
  (`finance/country-by-country-report-workpaper`).
- Fill section 1 (scope and jurisdiction table) first. It decides which
  countries need the file, by when and in what language.
- Worked example: the fictional Ostrander Group N.V. (retail technology
  group: subscription commerce platform, point-of-sale hardware and
  services; IFRS reporter; presentation currency EUR; financial year =
  calendar year; parent in the Netherlands; subsidiaries in Germany, the
  UK, the US and Vietnam). Consolidated revenue was EUR 820m in FY2025 and
  EUR 900m in FY2026. Amounts are EUR thousand for FY2026 unless stated.
  The same figures appear in the local file and the CbCR workpaper.
- Related documents: Income Tax Provision (`finance/income-tax-provision`),
  Pillar Two GloBE Readiness (`finance/pillar-two-globe-readiness`), Tax
  Strategy Statement (`finance/tax-strategy-statement`), Related Party
  Register (`finance/related-party-register`), Legal Register
  (`compliance/legal-register`).
-->

## Document control

<!-- Guidance: One master file per group per financial year. Freeze the version provided to any tax authority and keep it unchanged; corrections go into a new version with a revision row. Record who supplied each section, because auditors will ask for the source of every fact. -->

| Field | Value |
|---|---|
| Document ID | [TP-MF-FY2026] |
| Version | [1.0] |
| Status | [Draft / In review / Approved / Superseded] |
| MNE group and ultimate parent entity | [Group name], [UPE legal name, jurisdiction] *Example:* Ostrander Group, Ostrander Group N.V. (Netherlands) |
| Financial year covered | [YYYY-MM-DD to YYYY-MM-DD] *Example:* 2026-01-01 to 2026-12-31 |
| Reporting currency and units | [EUR thousand] |
| Accounting framework of consolidated statements | [IFRS / US GAAP / other] |
| Owner | [@head-of-tax] |
| Prepared by | [@transfer-pricing-manager], [External adviser, if any] |
| Approvers/reviewers | [@cfo], [@group-controller], [@legal-counsel], [@local-finance-leads] |
| Last updated | YYYY-MM-DD |
| Classification | [Confidential: tax authorities and authorised staff only] |
| Language versions | [English master; translations listed in section 9] |
| Related local files | [TP-LF-NL-FY2026], [TP-LF-DE-FY2026], [TP-LF-UK-FY2026], [TP-LF-US-FY2026], [TP-LF-VN-FY2026] |
| Related CbC report | [CBCR-FY2026] |

### Approvals

| Role | Name | Decision | Date |
|---|---|---|---|
| Head of Tax | [@name] | [Approve / Return] | YYYY-MM-DD |
| Chief Financial Officer | [@name] | [Approve / Return] | YYYY-MM-DD |
| Legal counsel (entity and agreements facts) | [@name] | [Confirm / Return] | YYYY-MM-DD |
| External adviser review (optional) | [Firm, @name] | [Reviewed] | YYYY-MM-DD |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@author] | First draft from prior-year file and FY data request |
| 0.9 | YYYY-MM-DD | [@author] | Functional interviews and intangibles section updated |
| 1.0 | YYYY-MM-DD | [@author] | Approved after CFO review |

## Contents

- [1. Purpose, scope and legal basis](#1-purpose-scope-and-legal-basis)
- [2. Organisational structure](#2-organisational-structure)
- [3. Description of the business](#3-description-of-the-business)
- [4. Intangibles](#4-intangibles)
- [5. Intercompany financial activities](#5-intercompany-financial-activities)
- [6. Financial and tax positions](#6-financial-and-tax-positions)
- [7. Transfer pricing policy summary](#7-transfer-pricing-policy-summary)
- [8. Cross-reference to OECD Annex I and local rules](#8-cross-reference-to-oecd-annex-i-and-local-rules)
- [9. Preparation, review and maintenance](#9-preparation-review-and-maintenance)
- [10. Glossary and references](#10-glossary-and-references)
- [Standard and licence note](#standard-and-licence-note)

## 1. Purpose, scope and legal basis

<!-- Guidance: State why the file exists and for whom. Answer: which jurisdictions legally require a master file for this year, which only expect it as best practice, and what deadlines and languages apply. Common pitfall: assuming the group threshold for country-by-country reporting also decides the master file duty; several countries use entity-level thresholds instead. -->

### 1.1 Purpose

This master file describes the [Group name] group as a whole for the
financial year [YYYY]. It explains the business, the allocation of
functions, assets and risks among group entities, the intangibles and
financing that drive profit, and the policies used to price transactions
between group entities under the arm's length principle. It is the common
reference for every local file and for the country-by-country report.

*Example:* Ostrander Group sells a cloud storefront and order management
platform to merchants on a subscription basis (subscription segment),
sells hardware and consumables for point-of-sale use (commerce segment),
and provides onboarding and integration work (services segment). The Dutch
parent owns the platform and brand and bears the main business risks; the
German, UK and US companies distribute the group's offering in their
markets; the Vietnamese company develops software for the parent under a
contract research and development arrangement.

### 1.2 Jurisdiction requirements (as of 2026-10)

Check local law before relying on this table: thresholds, deadlines and
languages change, and several countries add items beyond the OECD list.

| Jurisdiction | Legal basis (as of 2026-10) | Who must keep a master file | Timing | Applies to Ostrander FY2026? |
|---|---|---|---|---|
| United Kingdom | Transfer Pricing Records Regulations 2023 (SI 2023/818) | UK entities of MNE groups with consolidated revenue of at least EUR 750m; accounting periods beginning on or after 2023-04-01 | Keep the master file and local file in OECD format; produce within 30 days of an HMRC request | Yes: group revenue is above EUR 750m, so Ostrander UK Ltd keeps both files *(Example)* |
| United States | IRC section 6662(e) and Treas. Reg. 1.6662-6(d)(2)(iii) | No master file format; documentation is needed for penalty protection | Ten principal documents in existence when the return is filed; provide within 30 days of an IRS request | Yes, as penalty-protection documentation for Ostrander Inc; the master file supplies the business overview and organisation chart *(Example)* |
| Vietnam | Decree 255/2026/ND-CP (replaced the previous transfer pricing decree from 2026-07-01; applies from the 2026 corporate income tax period) | Taxpayers with related-party transactions, unless an exemption applies (exempt if revenue is below VND 500bn, there is no revenue or cost from exploiting intangibles, and the net margin is at least 5% for distribution, 10% for manufacturing or 15% for processing; the former simple-function condition is removed) | Prepare before the corporate income tax finalisation return; provide on request within the period set by the decree (confirm) | Yes: Ostrander Vietnam revenue is about VND 3,751.7bn, far above the exemption threshold *(Example)* |
| Germany | Section 90(3) AO and the Profit Allocation Records Regulation (GAufzV) | Entities belonging to an MNE group whose own revenue in the previous financial year was EUR 100m or more must keep a master file (Stammdokumentation); every entity keeps a transaction matrix (Transaktionsmatrix) and local documentation | Submit within 30 days of a request; in a tax audit, the transaction matrix, master file and records of extraordinary transactions are due within 30 days of the audit order without separate request | Yes: Ostrander Deutschland GmbH revenue of EUR 191,000k in the previous financial year (FY2025) exceeds EUR 100m *(Example)* |
| Netherlands | Corporate Income Tax Act 1969 (Wet Vpb), articles 29g and 29h, with the implementing decree (check) | Dutch entities of MNE groups with consolidated revenue of EUR 50m or more in the preceding year keep a master file and local file (check the threshold) | Files in the entity's administration by the corporate income tax return filing date (check) | Yes: OST-NL as parent and principal *(Example)* |
| [Other jurisdiction] | [Law, decree or regulation, with article] | [Threshold] | [Deadline, language] | [Yes / No, reason] |

### 1.3 Scope and conventions

| Item | Convention |
|---|---|
| Entities covered | All constituent entities in the consolidation scope, including permanent establishments |
| Period | Financial year [YYYY]; facts as at the year end unless stated |
| Currency | [EUR]; local amounts translated at the average rate for income items and closing rate for balances |
| Source of financial data | [Audited consolidated financial statements / group reporting packages] |
| Materiality | [Transactions above EUR [x]k per year, or all transactions of a category] *Example:* EUR 1,000k per counterparty pair and category |
| Language | [English]; translations prepared for [jurisdictions] |

Explain any deviation from these conventions where it occurs, and use the
same conventions in the local files and the CbC report. A master file that
uses statutory accounts while the CbC report uses consolidation packages
creates differences that tax auditors will query.

## 2. Organisational structure

<!-- Guidance: Show legal and ownership structure and where each entity is located. Answer: who owns whom, with what percentage, and which entities are operating, holding, dormant or permanent establishments. Common pitfall: an outdated chart that misses entities formed or merged during the year. -->

### 2.1 Legal and ownership chart

Show every constituent entity with its legal form, country and ownership
percentage. For larger groups, show the operating structure in one chart
and attach the complete legal chart as an appendix. Mark the ultimate
parent entity and any surrogate parent used for the CbC report.

```mermaid
flowchart TD
  UPE["Ostrander Group N.V. (Netherlands), UPE: entrepreneur, IP owner"]
  DE["Ostrander Deutschland GmbH (Germany): limited-risk distributor"]
  UK["Ostrander UK Ltd (UK): limited-risk distributor"]
  US["Ostrander Inc (US): limited-risk distributor"]
  VN["Ostrander Vietnam Co., Ltd (Vietnam): contract R&D, local resale"]
  UPE -->|"100%"| DE
  UPE -->|"100%"| UK
  UPE -->|"100%"| US
  UPE -->|"100%"| VN
```

### 2.2 Entity list

| Entity ID | Legal name | Jurisdiction | Ownership | Main activity | FTE at year end |
|---|---|---|---|---|---|
| OST-NL *(Example)* | Ostrander Group N.V. | Netherlands | Ultimate parent | Group management, platform development control and ownership, brand, procurement, sales in the EU outside Germany | 1,400 |
| OST-DE *(Example)* | Ostrander Deutschland GmbH | Germany | 100% by OST-NL | Sales, marketing and customer support for Germany, Austria and Switzerland | 600 |
| OST-UK *(Example)* | Ostrander UK Ltd | United Kingdom | 100% by OST-NL | Sales, marketing and customer support for the UK and Ireland | 450 |
| OST-US *(Example)* | Ostrander Inc | United States | 100% by OST-NL | Sales, marketing and customer support for North America | 650 |
| OST-VN *(Example)* | Ostrander Vietnam Co., Ltd | Vietnam | 100% by OST-NL | Software development services for OST-NL; small local resale of commerce products | 2,900 |
| | | | | **Total** | **6,000** |

Use the entity IDs throughout the file, in the local files and in the CbC
workpaper. Add a row for each permanent establishment and each dormant
entity, because the CbC report lists them too.

### 2.3 Changes during the year

| Change ID | Date | Change | Effect on transfer pricing |
|---|---|---|---|
| CHG-001 *(Example)* | 2026-04-01 | 40 engineering roles relocated from OST-NL to OST-VN | Vietnam cost base and service fee increase; no transfer of intangibles because OST-NL keeps control of development |
| [CHG-NNN] | YYYY-MM-DD | [Acquisition, merger, liquidation, new branch] | [Effect] |

## 3. Description of the business

<!-- Guidance: Explain how the group makes money and where value is created. Answer: what are the important drivers of profit, how do the main products reach customers, which services flow between entities, and which entity performs, controls and funds each key function. Common pitfall: a marketing description of the business that never connects functions to the pricing policies in section 7. -->

### 3.1 Important drivers of business profit

Describe in plain words the few factors that explain most of the group's
profit, and say which entity controls each one.

| Driver ID | Profit driver | Controlled by | Evidence |
|---|---|---|---|
| DRV-001 *(Example)* | Platform functionality and reliability, which drive merchant retention | OST-NL product and engineering leadership | Product roadmap, net revenue retention reports |
| DRV-002 *(Example)* | Brand recognition among small and mid-sized merchants | OST-NL marketing strategy; local execution by OST-DE, OST-UK and OST-US | Brand guidelines, marketing budget approvals |
| DRV-003 *(Example)* | Scale purchasing of point-of-sale hardware | OST-NL procurement | Supplier contracts signed by OST-NL |
| DRV-004 *(Example)* | Cost-efficient software development capacity | OST-NL directs; OST-VN executes | Statements of work, sprint plans approved in the Netherlands |

### 3.2 Supply chains for the main products and services

Cover the group's five largest products or services by turnover and any
other product or service line above [5]% of group turnover. A short flow diagram per
product line is usually clearer than prose.

```mermaid
flowchart LR
  DEV["OST-VN develops code under contract"] --> IP["OST-NL owns platform and brand"]
  SUP["Third-party hardware suppliers"] --> IP
  IP -->|"Resale of subscriptions and goods"| DE["OST-DE customers in DACH"]
  IP -->|"Resale of subscriptions and goods"| UK["OST-UK customers in UK and Ireland"]
  IP -->|"Resale of subscriptions and goods"| US["OST-US customers in North America"]
  IP -->|"Direct sales"| EU["Other EU customers"]
  IP -->|"Resale of goods"| VNL["OST-VN customers in Vietnam"]
```

| Product line | FY2026 revenue (EUR thousand) | Share | Main markets | Supply chain summary |
|---|---|---|---|---|
| Subscription *(Example)* | 504,000 | 56.0% | EU, UK, US | Platform owned by OST-NL; local subscriptions resold by OST-DE, OST-UK and OST-US |
| Commerce *(Example)* | 315,000 | 35.0% | EU, UK, US, Vietnam | Hardware bought by OST-NL from third parties, resold to the distributors |
| Services *(Example)* | 81,000 | 9.0% | EU, UK, US | Delivered by the selling entity with remote support from OST-NL |
| **Total** | **900,000** | **100.0%** | | |

Check: 504,000 + 315,000 + 81,000 = 900,000; shares 56.0% + 35.0% + 9.0% = 100.0%.

### 3.3 Main service arrangements between group entities

| Arrangement ID | Service | Provider | Recipients | Pricing basis |
|---|---|---|---|---|
| SVC-001 *(Example)* | Contract software development | OST-VN | OST-NL | Total operating costs plus 8% (TPP-002) |
| SVC-002 *(Example)* | Finance, HR, IT and legal support | OST-NL | OST-DE, OST-UK, OST-US, OST-VN | Allocated cost plus 5% under a low value-adding services approach, allocated by a weighted key of external revenue and system users (TPP-003) |
| [SVC-NNN] | [Service] | [Entity] | [Entities] | [Basis] |

Describe the capabilities of the main service providers (for example the
Vietnamese engineering centre: headcount, skills, management line) and the
allocation keys used for shared costs (headcount, revenue, users).
*Example:* The FY2026 SVC-002 charge of EUR 13,000k (OST-DE 4,000,
OST-UK 3,000, OST-US 4,500, OST-VN 1,500) is allocated by a key that
weights external revenue and system users equally. A pure headcount key
was rejected: OST-VN has 2,900 of the 4,600 subsidiary employees (63%)
but uses few of the finance, legal and commercial support services, so a
headcount key would charge it for services it does not benefit from.

### 3.4 Main geographic markets

| Market | Selling entity | FY2026 external revenue (EUR thousand) |
|---|---|---|
| Netherlands and other EU outside DACH *(Example)* | OST-NL | 300,000 |
| Germany, Austria, Switzerland *(Example)* | OST-DE | 210,000 |
| UK and Ireland *(Example)* | OST-UK | 150,000 |
| North America *(Example)* | OST-US | 225,000 |
| Vietnam *(Example)* | OST-VN | 15,000 |
| **Total** | | **900,000** |

### 3.5 Functional analysis summary

Summarise the main contributions to value creation by each entity. The
local files contain the detailed analysis; this table is the group view
that all local files must be consistent with. Use "L" for lead (performs
and controls), "S" for supports (performs under direction) and a blank
cell for no involvement.

| Function, asset or risk | OST-NL | OST-DE | OST-UK | OST-US | OST-VN |
|---|---|---|---|---|---|
| Strategic management | L | | | | |
| Product and platform development (control) | L | | | | |
| Software development (execution) | S | | | | L |
| Brand and marketing strategy | L | S | S | S | |
| Local sales and customer support | L (EU) | L (DACH) | L (UK) | L (US) | L (VN resale) |
| Procurement of hardware | L | | | | |
| Inventory risk | L | S (limited) | S (limited) | S (limited) | S (limited) |
| Market risk | L | S (limited) | S (limited) | S (limited) | |
| Credit risk on customers | L (EU) | L (DACH) | L (UK) | L (US) | L (VN) |
| Development risk (failure of projects) | L | | | | |
| Ownership of platform and brand | L | | | | |
| Working capital funding | L | S | S | S | S |

*Example:* OST-DE, OST-UK and OST-US carry limited market and inventory
risk because OST-NL sets prices, approves stock levels and accepts returns
of obsolete stock. Their remuneration therefore targets a stable operating
margin (TPP-001). OST-VN performs development under detailed statements of
work issued and approved in the Netherlands; it does not decide which
projects to fund and does not bear development failure risk, which
supports a cost-plus return (TPP-002).

Read the functional table together with the profit drivers in 3.1. The
entity that leads the drivers which explain most of the profit should earn
the residual return; entities that support under direction should earn a
routine, benchmarked return. If the table shows several entities leading
the same valuable driver, consider whether a profit split is more
appropriate than one-sided methods, and document why it was or was not
selected.

### 3.6 Business restructurings, acquisitions and divestitures

List restructurings, acquisitions and disposals during the year, including
any transfer of functions, assets or risks between entities. State how any
compensation for the transfer was assessed, or why none was due.

| Event ID | Date | Description | Compensation analysis |
|---|---|---|---|
| RST-001 *(Example)* | 2026-04-01 | Relocation of 40 engineering roles from the Netherlands to Vietnam (CHG-001) | No transfer of intangibles or customer relationships; roles moved under the existing service agreement; no exit payment due |
| [RST-NNN] | YYYY-MM-DD | [Event] | [Analysis or reference to a separate memo] |

## 4. Intangibles

<!-- Guidance: Intangibles explain most of the profit in technology groups. Answer: what is the group's strategy for developing, owning and exploiting intangibles, which entities perform and control the development, enhancement, maintenance, protection and exploitation (DEMPE) functions, which agreements exist, and how intangibles are priced. Common pitfall: legal ownership in one entity while the people who control development sit elsewhere, without any remuneration for that contribution. -->

### 4.1 Strategy for intangibles

Describe where research and development takes place, where it is managed
and who decides on funding, priorities and protection. Explain the role of
each entity in the DEMPE functions (development, enhancement, maintenance,
protection and exploitation).

*Example:* The platform roadmap is set by the product leadership team in
the Netherlands, which approves budgets and accepts or rejects each
release. Development work is carried out about 65% in Vietnam and 35% in
the Netherlands. Patents and trademarks are registered in the name of
OST-NL, which funds all development and bears the risk that a project
fails. Local distributors contribute market feedback but do not direct
development.

Test this description against the people who actually take decisions.
If the engineering director who approves releases is employed by the
Vietnamese company, or if the UK sales team negotiates platform features
with large customers and commits development resources, the control
analysis changes and the pricing in section 7 may no longer fit. Interview
the people, read board and product committee minutes, and record the
evidence in the local files.

### 4.2 List of important intangibles

| Intangible ID | Intangible | Legal owner | DEMPE control | Used by |
|---|---|---|---|---|
| INT-001 *(Example)* | Ostrander platform source code and know-how | OST-NL | OST-NL | All entities, through resale or service delivery |
| INT-002 *(Example)* | Ostrander trademarks and domain names | OST-NL | OST-NL | All entities |
| INT-003 *(Example)* | Customer lists and merchant data | Selling entity | Selling entity under group policies | Selling entity |
| [INT-NNN] | [Intangible] | [Entity] | [Entity] | [Entities] |

### 4.3 Agreements on intangibles and main services

| Agreement ID | Type | Parties | Effective date | Key terms |
|---|---|---|---|---|
| AGR-001 *(Example)* | Contract research and development services agreement | OST-VN to OST-NL | 2022-01-01 | All results vest in OST-NL; cost plus 8%; quarterly invoicing |
| AGR-002 *(Example)* | Distribution agreements (one per distributor) | OST-NL with OST-DE, OST-UK and OST-US | 2021-07-01 | Non-exclusive right to resell; trademark use included in the purchase price; year-end margin true-up |
| AGR-003 *(Example)* | Supply agreement for resale of hardware | OST-NL with OST-VN | 2023-03-01 | Price set for a target operating margin of the reseller; obsolete stock returned to OST-NL |
| AGR-004 *(Example)* | Group services agreement | OST-NL with all subsidiaries | 2021-07-01 | Allocated cost plus 5%, allocated by a weighted key of external revenue and system users; no charge for shareholder activities |
| [AGR-NNN] | [Licence, cost contribution arrangement, service agreement] | [Parties] | YYYY-MM-DD | [Terms] |

### 4.4 Transfer pricing policies for research and intangibles

Explain how development activity and the use of intangibles are remunerated.
*Example:* OST-VN receives cost plus 8% for development services (TPP-002).
The value of the platform and brand is captured by OST-NL as residual
profit, because the distributors earn a routine margin (TPP-001) that
already includes the right to use the trademarks in their resale activity.
No separate royalty is charged.

### 4.5 Transfers of intangibles during the year

List any transfer of interests in intangibles between group entities, with
the entities, countries and compensation. *Example:* None in FY2026.

## 5. Intercompany financial activities

<!-- Guidance: Describe how the group is financed and which entities provide financing to others. Answer: who borrows from third parties, which intercompany loans, guarantees and cash pools exist, and how interest and fees are set. Common pitfall: pricing intercompany loans off the group's rating without considering the borrower's stand-alone credit quality and implicit support. -->

### 5.1 Financing of the group

| Item | Description |
|---|---|
| External financing *(Example)* | Term loan of EUR 100,000k and revolving credit facility of EUR 150,000k with a bank syndicate, borrower OST-NL |
| Central financing function | OST-NL group treasury manages liquidity, foreign exchange and funding |
| Central financing entity *(Example)* | OST-NL, organised in the Netherlands, place of effective management [city], Netherlands |
| Cash pooling *(Example)* | Zero-balancing EUR cash pool with OST-NL as pool leader; OST-DE, OST-UK and OST-US participate through EUR sub-accounts |

### 5.2 Intercompany financial transactions

| Transaction ID | Type | Lender or provider | Borrower or recipient | Amount (EUR thousand) | Pricing |
|---|---|---|---|---|---|
| FIN-001 *(Example)* | Term loan, 5 years, fixed rate | OST-NL | OST-US | 60,000 | 5.2% fixed, based on a stand-alone credit rating of OST-US and market yields (TPP-004); interest FY2026 EUR 3,120k |
| FIN-002 *(Example)* | Cash pool balances | OST-NL (leader) | OST-DE, OST-UK, OST-US | Daily balances, peak 40,000 | Reference rate plus or minus a spread; leader earns a service return (TPP-005) |
| [FIN-NNN] | [Guarantee, hedging, captive insurance] | [Entity] | [Entity] | [Amount] | [Basis] |

Check: 60,000 x 5.2% = 3,120 for a full year.

### 5.3 Financing policy

Describe the policy used to price intercompany financing: credit rating
method, reference rates, the treatment of implicit group support,
guarantee fees, and cash pool remuneration. The financial transactions
guidance is in Chapter X of the OECD Guidelines (2022 edition).

*Example:* OST-NL lends to OST-US because the US company needed funding
for working capital when it opened two regional sales offices. Treasury
first estimated a stand-alone credit rating for OST-US from its own
financial ratios, then considered whether the parent would support it in
distress, and finally selected market yields for five-year debt of
borrowers with a similar rating, currency and term. The resulting fixed
rate of 5.2% sits inside the range of those yields. OST-NL charges no
guarantee fees in FY2026 because no group entity guarantees third-party
debt of another.

Write this section so that a reader understands three things: which entity
bears the group's financing risk, whether any entity is funded mainly by
intercompany debt rather than equity, and whether interest deductions in
any country could be restricted by local interest limitation rules.

## 6. Financial and tax positions

<!-- Guidance: Provide the consolidated accounts and the list of advance pricing agreements and rulings. Answer: where can the tax authority find the consolidated statements, and which existing agreements with tax authorities affect the allocation of income. Common pitfall: omitting unilateral rulings because they "only concern one country"; the OECD list includes them. -->

### 6.1 Consolidated financial statements

Attach or link the audited consolidated financial statements for the year,
or the financial statements prepared for regulatory or internal management
purposes if no audited set exists.

| Item | FY2026 (EUR thousand) |
|---|---|
| Revenue *(Example)* | 900,000 |
| EBITDA (management measure) *(Example)* | 135,000 |
| Depreciation and amortisation *(Example)* | (40,000) |
| Operating profit *(Example)* | 95,000 |
| Net finance cost *(Example)* | (5,000) |
| Profit before tax *(Example)* | 90,000 |
| Income tax expense (current 23,400, deferred 600) *(Example)* | (24,000) |
| Profit for the year *(Example)* | 66,000 |

Check: 135,000 - 40,000 = 95,000; 95,000 - 5,000 = 90,000; 90,000 - 24,000 = 66,000; EBITDA margin 135,000 / 900,000 = 15.0%.

### 6.2 Advance pricing agreements and rulings

| Ruling ID | Type | Jurisdictions | Covered transactions | Term | Status |
|---|---|---|---|---|---|
| APA-001 *(Example)* | None in force in FY2026 | | | | Not applicable |
| [APA-NNN] | [Unilateral APA / bilateral APA / ruling] | [Countries] | [Transactions] | [Years] | [In force / In negotiation] |

### 6.3 Open audits and mutual agreement procedures

List open transfer pricing audits, adjustments proposed and mutual
agreement procedure cases, so that every local file reports the same facts.
*Example:* A German tax audit of OST-DE for FY2022 to FY2024 was open at
2026-12-31; no adjustment had been proposed.

Keep this section factual and short. Do not argue the merits of an open
case in the master file; refer to the local file of the entity concerned,
and make sure the description does not contradict submissions already made
to the tax authority. Where a past audit led to an adjustment, state
whether the group changed its policy as a result, because a recurring
adjustment on the same transaction suggests that the policy itself needs
review.

## 7. Transfer pricing policy summary

<!-- Guidance: One row per pricing policy, used by every local file. Answer: for each type of transaction, which method applies, what is the tested party and indicator, how is the result monitored during the year and corrected at year end. Common pitfall: a policy on paper that is never implemented in invoicing, so actual margins drift outside the range. -->

| Policy ID | Transaction type | Method | Tested party | Indicator and target | Monitoring and true-up |
|---|---|---|---|---|---|
| TPP-001 *(Example)* | Purchase and resale of subscriptions and goods by distributors | Transactional net margin method (TNMM) | OST-DE, OST-UK, OST-US | Operating margin (operating profit / net sales) target 3.0%, within the benchmarked range | Quarterly margin review; year-end adjustment invoice before books close |
| TPP-002 *(Example)* | Contract software development | TNMM | OST-VN | Net cost plus (operating profit / total operating costs) target 8.0% | Monthly invoicing at budget cost plus 8%; true-up to actual costs in December |
| TPP-003 *(Example)* | Group support services | Cost plus, low value-adding services simplified approach (OECD Chapter VII, section D) | OST-NL as provider | Allocated cost plus 5% | Annual allocation by a weighted key (50% external revenue, 50% system users), reviewed for the benefit test |
| TPP-004 *(Example)* | Intercompany term loans | Comparable uncontrolled price using market yields for the borrower's stand-alone rating | OST-US as borrower | Fixed rate set at drawdown | Rating reviewed annually; rate fixed for the term |
| TPP-005 *(Example)* | Cash pool | Comparable uncontrolled price for deposit and borrowing rates; service return for the leader | OST-NL as leader | Reference rate plus or minus spread | Monthly interest allocation |

Describe how the policies are implemented in invoicing and accounting
(intercompany agreements, systems, true-up timing) and who in finance owns
each policy. A short statement of the year-end result per policy helps tax
auditors: *Example:* OST-DE, OST-UK and OST-US each 3.0% operating margin
after true-up; OST-VN net cost plus 8.0% on the development segment.

Note on drafts: the OECD opened a public consultation on a revision of
Chapter VII (intra-group services) in 2026. It is a draft and does not
replace the 2022 text. Check the status before the next annual update.
Where a jurisdiction has adopted the OECD simplified and streamlined
approach for baseline distribution activities (Amount B, added as an annex
to Chapter IV in 2024), check whether the commerce segment of the
distributors is eligible; the subscription resale (software services) is
generally outside its scope, so test it under TPP-001.

## 8. Cross-reference to OECD Annex I and local rules

<!-- Guidance: This traceability matrix lets a tax auditor find each required item quickly. Answer: where in this file is each OECD Annex I item, and where are local add-ons answered. Common pitfall: local rules that ask for extra items (for example a transaction matrix in Germany) left unanswered because the OECD list did not include them. -->

| Item | OECD Annex I heading | Section in this file | Germany (GAufzV master file annex) | Vietnam (Decree 255/2026/ND-CP) | UK (SI 2023/818) |
|---|---|---|---|---|---|
| MF-01 | Organisational structure | 2.1, 2.2 | Covered | Covered | Covered |
| MF-02 | Business description: profit drivers | 3.1 | Covered | Covered | Covered |
| MF-03 | Supply chains for main products | 3.2 | Covered | Covered | Covered |
| MF-04 | Main service arrangements | 3.3 | Covered | Covered | Covered |
| MF-05 | Main geographic markets | 3.4 | Covered | Covered | Covered |
| MF-06 | Functional analysis summary | 3.5 | Covered | Covered | Covered |
| MF-07 | Restructurings, acquisitions, divestitures | 3.6 | Covered | Covered | Covered |
| MF-08 | Intangibles strategy | 4.1 | Covered | Covered | Covered |
| MF-09 | List of intangibles and owners | 4.2 | Covered | Covered | Covered |
| MF-10 | Agreements on intangibles | 4.3 | Covered | Covered | Covered |
| MF-11 | Pricing policies for research and intangibles | 4.4 | Covered | Covered | Covered |
| MF-12 | Transfers of intangibles | 4.5 | Covered | Covered | Covered |
| MF-13 | Group financing | 5.1, 5.2 | Covered | Covered | Covered |
| MF-14 | Financing policy | 5.3 | Covered | Covered | Covered |
| MF-15 | Consolidated financial statements | 6.1 | Covered | Covered | Covered |
| MF-16 | APAs and rulings | 6.2 | Covered | Covered | Covered |
| MF-17 | Local add-on: transaction matrix | Local file DE | Required for each entity (section 90(3) AO) | Not applicable | Not applicable |
| MF-18 | Local add-on: language and translation | 9.2 | German on request (check) | Vietnamese translation on request (check) | English |
| [MF-NN] | [Other local item] | [Section] | | | |

"Covered" means the section answers the item at the level the local rule
expects in the reviewer's judgement. Mark gaps as "Gap" and assign an owner
in section 9.

## 9. Preparation, review and maintenance

<!-- Guidance: Treat the master file as a controlled annual process, not a one-off adviser deliverable. Answer: who provides each input, by when, who reviews it, and how is the file kept consistent with the CbC report and local files. Common pitfall: preparing the master file after local deadlines have passed. -->

### 9.1 Annual calendar

| Step | Owner | Due (example for calendar year groups) |
|---|---|---|
| Data request to entity finance leads and business owners | [@tp-manager] | Year end plus 1 month |
| Functional interviews (product, engineering, sales, treasury) | [@tp-manager] | Year end plus 2 months |
| Draft master file | [@tp-manager] | Year end plus 4 months |
| Reconciliation to CbC report and consolidated accounts | [@group-controller] | Year end plus 5 months |
| Approval by Head of Tax and CFO | [@head-of-tax], [@cfo] | Before the earliest local tax return deadline |
| Translation and local distribution | [@local-finance-leads] | As local law requires |

### 9.2 Quality checks before approval

1. Every entity in the CbC report appears in section 2, with the same name
   and jurisdiction.
2. Every policy in section 7 has a matching agreement in section 4.3 or 3.3
   and appears in each relevant local file.
3. The functional analysis in section 3.5 matches the local file analyses;
   a distributor described as limited-risk here cannot bear full inventory
   risk in its local file.
4. Financial figures reconcile to the consolidated statements in 6.1.
5. Restructurings in 3.6 match the changes in the legal chart in 2.3.
6. Drafts and proposals (such as the 2026 Chapter VII consultation) are not
   cited as current rules.

### 9.3 Retention and distribution log

| Date | Recipient | Version | Purpose | Sent by |
|---|---|---|---|---|
| YYYY-MM-DD | [Tax authority, office] | [1.0] | [Audit request reference] | [@name] |

Keep the file and its supporting evidence for at least the longest
statutory retention period among the group's jurisdictions; check local
law.

## 10. Glossary and references

<!-- Guidance: Define each acronym once and list the sources with the edition you checked, so that a reviewer can confirm the basis a year later. -->

### 10.1 Glossary

| Term | Meaning |
|---|---|
| Arm's length principle | Pricing between associated enterprises as independent enterprises would price comparable transactions in comparable circumstances |
| APA | Advance pricing agreement between a taxpayer and one or more tax authorities |
| DEMPE | Development, enhancement, maintenance, protection and exploitation of intangibles |
| Limited-risk distributor | A distributor that buys and resells but does not control market, inventory or development risk |
| Master file | Group-level transfer pricing document under OECD Chapter V, Annex I |
| Local file | Entity-level transfer pricing document under OECD Chapter V, Annex II |
| MNE group | Multinational enterprise group: entities under common control in more than one jurisdiction |
| TNMM | Transactional net margin method: compares a net profit indicator of the tested party with those of comparable independent companies |
| Tested party | The party to a transaction whose profit indicator is tested, usually the less complex one |
| UPE | Ultimate parent entity |

### 10.2 References

| Reference | Version or date checked | Use |
|---|---|---|
| OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations | 2022 edition (January 2022), checked 2026-10-25 | Chapter V and Annex I structure; Chapter VII section D; Chapter X; Amount B annex to Chapter IV (2024) |
| UK Transfer Pricing Records Regulations 2023 (SI 2023/818) | As made, for periods from 2023-04-01 | Jurisdiction row |
| US Treas. Reg. 1.6662-6(d)(2)(iii) | eCFR text checked 2026-10-25 | Principal documents and 30-day rule |
| Vietnam Decree 255/2026/ND-CP (transfer pricing, related-party transactions) | Effective 2026-07-01 | Jurisdiction row; confirm deadlines in the decree text |
| Germany Section 90(3) and (4) AO; GAufzV | Text checked 2026-10-25 | Master file threshold, transaction matrix, 30-day rule |
| OECD Pillar Two side-by-side package | January 2026 | Context for CbC data reuse, by reference |
| [Group transfer pricing policy manual] | [Version] | Internal implementation |

## Standard and licence note

Structure aligned with the OECD Transfer Pricing Guidelines for
Multinational Enterprises and Tax Administrations 2022, Chapter V, Annex I
(OECD, used for structure and references only under the OECD terms and
conditions; OECD material published from 2024-07-01 is available under
CC BY 4.0). This is an adaptation in original wording; it does not
represent the official views of the OECD or its Member countries. The
jurisdiction rows are based on public law: UK SI 2023/818 (Open Government
Licence v3.0), US Treas. Reg. 1.6662-6 (US public domain), Vietnam Decree
255/2026/ND-CP and German section 90 AO with the GAufzV, all paraphrased in
original words. Ostrander Group N.V., its subsidiaries and every figure are
fictional. This template is original text written for this collection.
Check the current official versions of the guidelines and each local law
before use. Template licence: MIT.