SpringOwl Activist Presentation Deck

The Downside Risk of Selling/Spinning The Core Yahoo's board announced on December 9th, 2015 that it won't continue with the planned spinoff of its Alibaba stake, as the potential tax bill for proceeding was too great a risk for the directors to assume that responsibility. Instead, Yahoo's board said it would being working on a plan to spin off the core business and the Yahoo Japan stake ■ This would leave just the Alibaba stake as part of the Yahoo stock; the core Yahoo business and Yahoo Japan stake would trade under another ticker Some shareholders think Yahoo's board is now simply going to sell the core The Problem With Simply Selling Or Spinning The Core¹: ■ ■ ■ There is a risk - not a certainty - that if Yahoo Core is sold or spun, the stake in Alibaba would become taxable on the gains from the time of Yahoo's investment in 2005 to today under the Investment Company Act of 1940² Therefore, Yahoo shareholders would owe a tax bill on the gains of the Core as well as the BABA stake Why not instead: ● Start the real turnaround of the Core with new management and a new board to create $20 - 30/share in value for current shareholders? Study the tax issues in more detail with the help of a partner like a Liberty? Yahoo Shareholders Want $30/Share More - Not $3/Share And Full Tax On BABA Source: 1 http://www.thestreet.com/story/13391744/1/yahoo-shareholders-need-a-better-solution-than-the-one-just-proposed.html 2. https://www.sec.gov/about/laws/ica40.pdf Spring Owl! Asset Management LLC Confidential | For Discussion Purposes Only | 72

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