TABCORP HOLDINGS LIMITED — AGM Information 2016

Aug 28, 2016

Tabcorp Holdings Limited ACN 063 780 709

==> picture [205 x 43] intentionally omitted <==

29 August 2016

5 Bowen Crescent Melbourne Australia 3004 GPO Box 1943 Melbourne Australia 3001

Telephone 61 3 9868 2100 Facsimile 61 3 9868 2300 Website www.tabcorp.com.au

To: Australian Securities Exchange Market Announcements Office 20 Bridge Street Sydney NSW 2000

Notice of Annual General Meeting and Proxy Form

The following documents are transmitted for lodgement:

1. Notice of Annual General Meeting; and

2. Proxy Form.

These documents are scheduled to be despatched to shareholders on 20 September 2016.

Fiona Mead

Company Secretary (subject to approval)

Enc.

==> picture [188 x 39] intentionally omitted <==

Notice of Annual General Meeting

Contents

2 Chairman’s letter

3 Notice of Annual General Meeting

• 3 Item 1 – Financial and Other Reports

• 3 Item 2(a) – Re-Election of Ms Paula Dwyer as a Director of the Company

• 3 Item 2(b) – Re-Election of Mr Justin Milne as a Director of the Company

• 3 Item 3 – Adoption of Remuneration Report

• 3 Item 4 – Grant of Performance Rights to Managing Director and Chief Executive Officer

• 3 Item 5 – Increase in Non Executive Director fee pool

4 Notes on Voting

• 4 Voting at the Annual General Meeting

• 4 Voting Exclusions

• 4 Voting by Proxy

• 5 Voting by Corporate Representative

• 5 Voting by Attorney

• 5 Restrictions on Voting

6 Explanatory Notes

• 6 Item 1 – Financial and Other Reports

• 6 Item 2(a) – Re-Election of Ms Paula Dwyer as a Director of the Company

• 6 Item 2(b) – Re-Election of Mr Justin Milne as a Director of the Company

• 7 Item 3 – Adoption of Remuneration Report

• 7 Item 4 – Grant of Performance Rights to Managing Director and Chief Executive Officer

• 10 Item 5 – Increase in Non Executive Director fee pool

==> picture [150 x 32] intentionally omitted <==

Tabcorp Holdings Limited ABN 66 063 780 709

All Registry communications to: C/- Link Market Services Limited Locked Bag A14 Sydney South, NSW 1235 Telephone: (+61) 1300 665 661 Facsimile: (02) 9287 0303 Facsimile (proxy only): (02) 9287 0309 Email: tabcorp@linkmarketservices.com.au Website: www.linkmarketservices.com.au

20 September 2016

Dear Shareholder,

I am pleased to invite you to Tabcorp’s 2016 Annual General Meeting, which will be held at The Grand Ballroom, The Westin Sydney, 1 Martin Place, Sydney, New South Wales on Tuesday 25 October 2016 at 10.00am. Enclosed is a Notice of Annual General Meeting detailing the business to be considered at the meeting, a personalised proxy form and a return envelope.

If you plan to attend the meeting, please bring the enclosed proxy form with you. The proxy form sets out your registration details and will enable prompt registration on your arrival.

The meeting will be webcast live on Tabcorp’s website www.tabcorp.com.au and will be archived on this website for later viewing.

Appoint a proxy for the meeting

If you are unable to attend the meeting, you may appoint a proxy to vote on your behalf at the meeting. You can appoint a proxy by:

• using the share registry’s website www.linkmarketservices.com.au ; or

• completing the enclosed proxy form and returning it in accordance with the instructions on the proxy form, including by facsimile on (02) 9287 0309 or in the envelope provided.

Proxy appointments must be received by 10.00am (AEDT) on Sunday 23 October 2016 to be valid for the meeting.

Communications preference (receive your communications electronically)

As a shareholder in Tabcorp, the default option for receiving your shareholder communications is by post (except the annual report which is available from www.tabcorp.com.au ). You can help minimise the cost of printing and mailing dividend statements, notices of meetings and other documents by electing to receive all your communications electronically. All communications, including your dividend statement, can be accessed online through a secure login, and on the day of release without any mail delays. To update your communications preference, please follow the instructions shown below under Update Your Details .

Dividend payments

Tabcorp pays dividends to shareholders by direct credit to nominated Australian bank accounts and offers reinvestment through participation in the company’s Dividend Reinvestment Plan (DRP). If you have a registered address in Australia, you must provide your direct credit details to receive your dividend payment or elect to participate in the DRP. To provide your banking details or elect to participate in the DRP, please follow the instructions shown below under Update Your Details .

Annual Reports

Tabcorp’s Annual Reports are available online from the Company’s website www.tabcorp.com.au .

Update Your Details

To update your communications preference, provide dividend payment instructions, or elect not to receive a hard copy Annual Report, please access the online Share Registry Facility by visiting the Shareholder Centre page on our website at www.tabcorp.com.au, scan the QR Code opposite, or call (+61) 1300 665 661.

I look forward to welcoming you to the Annual General Meeting.

==> picture [71 x 71] intentionally omitted <==

Yours faithfully,

Paula J Dwyer Chairman

2 Tabcorp Notice of Annual General Meeting 2016

Notice of Annual General Meeting

FOR THE PURPOSE OF ASSISTING VISION IMPAIRED SHAREHOLDERS, A COPY OF THIS NOTICE IN LARGE PRINT IS AVAILABLE BY CALLING (03) 9868 2779.

==> picture [150 x 32] intentionally omitted <==

Tabcorp Holdings Limited ABN 66 063 780 709 5 Bowen Crescent Melbourne 3004 Australia

Notice is hereby given that the Annual General Meeting of the members of Tabcorp Holdings Limited (the ‘Company’ or ‘Tabcorp’) will be held at 10am (AEDT) on Tuesday, 25 October 2016 at The Grand Ballroom, The Westin Sydney, 1 Martin Place, Sydney, New South Wales.

Agenda

Item 1 – Financial and Other Reports

To receive and consider the Financial Report and the Reports of the Directors and of the Auditor in respect of the year ended 30 June 2016.

Item 2 – Re-Election of Directors

(a) Re-election of Ms Paula Dwyer as a Director of the Company

In accordance with the Constitution of the Company, Ms Paula Dwyer retires and, being eligible, offers herself for re-election. Accordingly, it is proposed to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

‘To re-elect as a Director of the Company Ms Paula Dwyer who, being a Director of the Company, retires and, being eligible, offers herself for re-election.’

(b) Re-election of Mr Justin Milne as a Director of the Company

In accordance with the Constitution of the Company, Mr Justin Milne retires and, being eligible, offers himself for re-election. Accordingly, it is proposed to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

‘To re-elect as a Director of the Company Mr Justin Milne who, being a Director of the Company, retires and, being eligible, offers himself for re-election.’

Item 3 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

‘That the Remuneration Report (which forms part of the Directors’ Report) in respect of the year ended 30 June 2016 be adopted.’

Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

Item 4 – Grant of Performance Rights to Managing Director and Chief Executive Officer

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

• ‘That approval be given to the grant to the Managing Director and Chief Executive Officer of the Company, Mr David Attenborough, of that number of Performance Rights determined based on the formula $2,500,000 divided by the volume weighted average price of Tabcorp shares traded on the ASX over the five trading days up to but not including the date of the 2016 Annual General Meeting, under the Tabcorp Long Term Performance Plan and on the basis described in the Explanatory Notes to the Notice convening this meeting.’

Item 5 – Increase in Non Executive Director fee pool

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

• ‘That, for the purposes of ASX Listing Rule 10.17 and in accordance with Rule 70 of the Company’s Constitution, the maximum aggregate amount per annum available for payment as remuneration to the Non Executive Directors of the Company be increased by $500,000 from $2,000,000 to $2,500,000 per annum.’

Voting exclusions for items 3, 4 and 5: Please note that the Company will disregard any votes cast by certain persons on the resolutions in respect of items 3, 4 and 5. Details of the voting exclusions applicable to these resolutions are set out in the ‘Voting Exclusions’ section of the Notes on Voting (see page 4).

By Order of the Board

==> picture [124 x 47] intentionally omitted <==

Fiona Mead Company Secretary (subject to regulatory approval)

Dated: 20 September 2016

3 Tabcorp Notice of Annual General Meeting 2016

Notes on Voting

Voting at the Annual General Meeting

1. The Company has determined that, for the purpose of voting at the Annual General Meeting, all shares in the Company will be taken to be held by those persons recorded in the Company’s Register of Members as at 7pm (AEDT) on 23 October 2016.

2. On a poll, shareholders have one vote for every fully paid ordinary share held (subject to the restrictions on voting referred to below).

Voting Exclusions

The Corporations Act 2001 (Cth) and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by certain persons, on three of the resolutions to be considered at the Annual General Meeting. These voting exclusions are described below.

Item 3 – Adoption of Remuneration Report

Votes may not be cast, and the Company will disregard any votes cast, on the resolution on item 3:

• by or on behalf of any KMP member whose remuneration details are included in the Remuneration Report, or any of their closely related parties, regardless of the capacity in which the votes are cast; or

• by any person who is a KMP member as at the time the resolution is voted on at the Annual General Meeting, or any of their closely related parties, as a proxy,

unless the votes are cast as a proxy for a person who is entitled to vote on the resolution:

• in accordance with a direction in the proxy appointment; or

• by the Chairman of the Annual General Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of a KMP member.

Item 4 – Grant of Performance Rights to Managing Director and Chief Executive Officer

Votes may not be cast, and the Company will disregard any votes cast, on the resolution on item 4:

• by any Director who is eligible to participate in the Tabcorp Long Term Performance Plan, or any of their associates, regardless of the capacity in which the votes are cast; or

• by any person who is a KMP member as at the time the resolution is voted on at the Annual General Meeting, or any of their closely related parties, as a proxy,

• unless the votes are cast as a proxy for a person who is entitled to vote on the resolution:

• in accordance with a direction in the proxy appointment; or

• by the Chairman of the Annual General Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of a KMP member.

Item 5 – Increase in Non Executive Director fee pool

Votes may not be cast, and the Company will disregard any votes cast, on the resolution on item 5:

• by or on behalf of a Director or any of their associates, regardless of the capacity in which the votes are cast; or

• by any person who is a KMP member as at the time the resolution is voted on at the Annual General Meeting, or any of their closely related parties, as a proxy,

unless the votes are cast as a proxy for a person who is entitled to vote on the resolution:

• in accordance with a direction in the proxy appointment; or

• by the Chairman of the Annual General Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of a KMP member.

For the purposes of these voting exclusions:

• The KMP (or key management personnel ) are those persons having authority and responsibility for planning, directing and controlling the activities of the Tabcorp consolidated group, either directly or indirectly. It includes all Directors (executive and non executive) and selected members of the Senior Executive Leadership Team reporting to the Managing Director and Chief Executive Officer. The key management personnel for the Tabcorp consolidated group during the year ended 30 June 2016 are listed in section 6 of the Remuneration Report for the year ended 30 June 2016.

• A ‘closely related party’ of a member of the key management personnel for the Tabcorp consolidated group means:

• a spouse or child of the member; or

• a child of the member’s spouse; or

• a dependant of the member or of the member’s spouse; or

• anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

• a company the member controls.

The Company will also apply these voting exclusions to persons appointed as attorney by a shareholder to attend and vote at the Annual General Meeting under a power of attorney, as if they were appointed as a proxy.

Voting by Proxy

1. A shareholder entitled to attend and vote at the Annual General Meeting may appoint not more than two proxies.

2. A proxy may be either an individual or a corporation. Should a shareholder appoint a corporation as its proxy, that corporation will need to ensure that it follows the procedures set out below to appoint an individual as its corporate representative to exercise its powers at the Annual General Meeting.

3. Where two proxies are appointed, neither may vote on a show of hands, and each proxy should be appointed to exercise a specified proportion or number of the shareholder’s votes. If the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, then each proxy may exercise half of the votes. An additional proxy form will be supplied by the Company’s Share Registry, Link Market Services Limited, on request for the purpose of appointing a second proxy.

4 Tabcorp Notice of Annual General Meeting 2016

1. In the case of joint shareholders, the proxy form must be signed by either one or all of the joint shareholders.

2. If the shareholder is a corporation, then the proxy form may be executed under its common seal, or by two directors, or a director and a company secretary, of the corporation. If there is a sole director who is also the sole secretary, then the proxy form may be signed by that person. If there is a sole director and no company secretary, then the sole director may sign alone.

3. If a proxy form is signed on behalf of an individual or a corporation under power of attorney, the power of attorney under which the proxy form is signed, or a certified copy of that power of attorney, must accompany the proxy form unless the power of attorney has previously been noted by the Company’s Share Registry.

4. A proxy need not be a shareholder of the Company.

5. Where a proxy holds two or more appointments that specify different ways to vote on a resolution, the proxy must not vote in that capacity on a show of hands on that resolution.

6. A proxy need not vote in that capacity on a show of hands on any resolution nor (unless the proxy is the Chairman of the Annual General Meeting) on a poll. However, if the proxy’s appointment specifies the way to vote on a resolution, and the proxy decides to vote in that capacity on that resolution, the proxy must vote the way specified (subject to the other provisions of these Notes on Voting, including the voting exclusions noted above).

7. If a proxy does not attend the Annual General Meeting, then the Chairman of the Annual General Meeting will be taken to have been appointed as the proxy of the relevant shareholder in respect of the Annual General Meeting. In addition, if a proxy attends the Annual General Meeting and the proxy’s appointment specifies the way to vote on a resolution, but the proxy does not vote on that resolution on a poll, then the Chairman of the Annual General Meeting will be taken to have been appointed as the proxy of the relevant shareholder in respect of the poll on that resolution.

8. If the Chairman of the Annual General Meeting is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise the relevant shareholder’s votes in favour of the relevant resolution (subject to the other provisions of these Notes on Voting, including the voting exclusions noted above).

9. To be effective, proxy appointments must be made online via the Company’s Share Registry website below, or proxy forms must be received by the Company’s Share Registry at an address or the facsimile number below (or alternatively proxy forms must be received by the Company at the Company’s registered office, 5 Bowen Crescent, Melbourne, Victoria, 3004, or at the facsimile number +61 2 9287 0309):

By Facsimile

+61 2 9287 0309

By Mail

Tabcorp Holdings Limited c/- Link Market Services Limited Locked Bag A14 Sydney South, NSW 1235

By Hand

Link Market Services Limited Level 12

680 George Street Sydney, NSW 2000

1. Proxy forms must be received, and proxy appointments made, by 10am (AEDT) on 23 October 2016. Forms received and appointments made after that time will be invalid.

2. A proxy form for the Annual General Meeting accompanies this Notice of Annual General Meeting.

Voting by Corporate Representative

1. A shareholder, or proxy, that is a corporation and entitled to attend and vote at the Annual General Meeting may appoint an individual to act as its corporate representative.

2. Evidence of the appointment of a corporate representative must be in accordance with section 250D of the Corporations Act 2001 (Cth) and be lodged with the Company before the Annual General Meeting or at the registration desk on the day of the Annual General Meeting.

3. If the appointment of a corporate representative is signed under power of attorney, the power of attorney under which the appointment is signed, or a certified copy of that power of attorney, must accompany the appointment unless the power of attorney has previously been noted by the Company’s Share Registry.

Voting by Attorney

1. A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint an attorney to attend and vote at the Annual General Meeting on the shareholder’s behalf.

2. An attorney need not be a shareholder of the Company.

3. The power of attorney appointing the attorney must be duly signed and specify the name of each of the member, the Company and the attorney, and also specify the meetings at which the appointment may be used. The appointment may be a standing one.

4. To be effective, the power of attorney must also be returned in the same manner, and by the same time, as outlined above for proxy forms.

Online at investorcentre.linkmarketservices.com.au

(Choose Tabcorp Holdings Limited from the drop down menu, enter the holding details as shown on the proxy form, and follow the instructions provided to appoint a proxy. Shareholders will be taken to have signed their proxy form if they make their proxy appointment in accordance with the instructions on the website.)

==> picture [71 x 71] intentionally omitted <==

Restrictions on Voting

The Company’s Constitution contains provisions regulating the exercise of voting rights by persons with prohibited shareholding interests in the Company or who otherwise have prohibited relationships with the Company or its subsidiaries. In certain circumstances in connection with such matters, the voting rights of shares held by such persons in the Company may be suspended.

5 Tabcorp Notice of Annual General Meeting 2016

Explanatory Notes

Item 1 – Financial and Other Reports

The Financial Report, Directors’ Report and Auditor’s Report for the Company for the year ended 30 June 2016 will be laid before the Annual General Meeting. There is no requirement for shareholders to approve those reports. However, the Chairman of the Annual General Meeting will allow a reasonable opportunity for shareholders to ask questions or make comments about those reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Company’s Auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in its preparation of the Financial Statements and the independence of the Auditor in relation to the conduct of the audit.

Written questions to the Company’s Auditor about:

• the content of the Auditor’s Report; and

• the conduct of the audit,

may be submitted no later than Tuesday, 18 October 2016 to:

The Company Secretary Tabcorp Holdings Limited 5 Bowen Crescent Melbourne, VIC 3004 Email: investor@tabcorp.com.au Facsimile: (03) 9868 2933

Copies of the questions, if any, to the Company’s Auditor will be available at the Annual General Meeting and posted on the Tabcorp website ( www.tabcorp.com.au ).

In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company may be submitted to the Company Secretary at the above address at any time prior to the Annual General Meeting.

Item 2 – Re-Election of Directors

(a) Re-election of Ms Paula Dwyer as a Director of the Company

Ms Dwyer has been Chairman and Non Executive Director of Tabcorp from June 2011. Prior to the demerger of the Company’s former casinos business, Ms Dwyer was a Non Executive Director of Tabcorp from August 2005. In accordance with the ASX Listing Rules and the Constitution of the Company, Ms Dwyer retires and, being eligible, offers herself for re-election as a Director.

Ms Dwyer is Chairman of Healthscope Limited, and a Director of Australia and New Zealand Banking Group Limited and Lion Pty Ltd. She is also a Member of the Kirin Holdings International Advisory Board.

Ms Dwyer was formerly a Director of Leighton Holdings Limited, Suncorp Group Limited, Foster’s Group Limited, David Jones Limited, Astro Japan Property Group Limited and is a former member of the ASIC External Advisory Panel, the Victorian Casino and Gaming Authority, and of the Victorian Gaming Commission from 1993 to 1995.

Ms Dwyer had an executive career in finance holding senior positions in investment management, investment banking and chartered accounting with Ord Minnett (now JP Morgan) and PricewaterhouseCoopers.

Ms Dwyer is Chairman of the Victorian Joint Venture Management Committee and Chairman of the Tabcorp Nomination Committee. She is a member of the Tabcorp Audit, Risk and Compliance Committee and Tabcorp Remuneration Committee.

Ms Dwyer holds a Bachelor of Commerce. She is a Fellow of the Chartered Accountants Australia and New Zealand, Fellow of the Australian Institute of Company Directors, and is a Senior Fellow of the Financial Services Institute of Australasia.

The Board (other than Ms Dwyer) recommends that shareholders vote in favour of the resolution on item 2(a).

Ms Dwyer, who has a personal interest in the subject of the resolution on item 2(a), has abstained from making a recommendation to shareholders in relation to this resolution.

(b) Re-election of Mr Justin Milne as a Director of the Company

Mr Milne has been a Non Executive Director of Tabcorp from August 2011. In accordance with the ASX Listing Rules and the Constitution of the Company, Mr Milne retires and, being eligible, offers himself for re-election as a Director.

Mr Milne is Chairman of MYOB Group Limited and Chairman of NetComm Wireless Limited. He is also a Director of NBN Co Limited, Members Equity Bank Limited and SMS Management and Technology Limited.

Mr Milne had an executive career in telecommunications, marketing and media. From 2002 to 2010 he was Group Managing Director of Telstra’s broadband and media businesses, and headed up Telstra’s BigPond New Media businesses in China. He is also the former Chairman of pieNETWORKS Limited, former Director of Basketball Australia Limited and former Chief Executive Officer of OzEmail and the Microsoft Network.

Mr Milne is a member of the Tabcorp Audit, Risk and Compliance Committee and Tabcorp Nomination Committee.

Mr Milne holds a Bachelor of Arts, and is a Member of the Australian Institute of Company Directors.

The Board (other than Mr Milne) recommends that shareholders vote in favour of the resolution on item 2(b).

Mr Milne, who has a personal interest in the subject of the resolution on item 2(b), has abstained from making a recommendation to shareholders in relation to this resolution.

6 Tabcorp Notice of Annual General Meeting 2016

Item 3 – Adoption of Remuneration Report

Pursuant to the Corporations Act, the Company is required to include in the Directors’ Report a detailed Remuneration Report relating to the remuneration of Directors and other key management personnel in the financial year ended 30 June 2016, and submit it for adoption by resolution of shareholders at the Annual General Meeting.

The Directors’ Report for the year ended 30 June 2016 contains the Company’s Remuneration Report. A copy of the Remuneration Report is set out on pages 45 to 72 of the Annual Report 2016, which can be found on the Tabcorp website ( www.tabcorp.com.au ).

The Remuneration Report discusses matters including (but not limited to):

• Board policy for determining the remuneration of Directors and executives;

• the relationship between remuneration outcomes and the Company’s performance;

• details of the performance conditions associated with the remuneration of the Managing Director and Chief Executive Officer and other executives; and

• certain details prescribed by the Corporations Regulations 2001 (Cth) relating to the remuneration of the Directors and other key management personnel.

It is noted that the shareholder vote on the Remuneration Report is advisory only and does not bind the Directors or the Company. However, the Corporations Act provides for a ‘two strikes rule’ in relation to voting on the Remuneration Report. This rule will apply if at least 25% of the votes cast on the resolution on item 3 are against adoption of the Remuneration Report, and if at least 25% of the votes cast at the Company’s Annual General Meeting in 2017 are also against adoption of the Remuneration Report voted on at that meeting. In that case, a further resolution must be put to the Company’s Annual General Meeting in 2017 to decide whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director and Chief Executive Officer) who were in office at the date of approval by the Board of the 2017 Directors’ Report must stand for re-election. In summary, this rule will give shareholders the opportunity to require a general meeting to be held to re-elect the Board if the Remuneration Report receives ‘two strikes’ at consecutive Annual General Meetings.

The Board recommends that shareholders vote in favour of the resolution on item 3.

Item 4 – Grant of Performance Rights to Managing Director and Chief Executive Officer

Shareholders are being asked to approve the long term equity component of Mr David Attenborough’s remuneration package for the financial year ending 30 June 2017, which relates to the proposed grant of Performance Rights, being rights to acquire fully paid ordinary shares in the Company subject to the satisfaction or waiver of certain performance conditions, under the Tabcorp Long Term Performance Plan.

(i) Background

Mr Attenborough commenced employment at Tabcorp in April 2010 as the Chief Executive of the Company’s wagering business, and became Tabcorp’s Managing Director and Chief Executive Officer in June 2011 following the demerger of the Company’s former casinos business.

As the Company’s Managing Director and Chief Executive Officer, Mr Attenborough receives fixed remuneration and can earn variable remuneration through short and long term incentive arrangements. The fixed component of his remuneration (inclusive of superannuation) is $1,250,000 per annum. He also participates in a short term performance scheme pursuant to which he will be eligible to receive a variable short term incentive award based on his individual performance and the Company’s performance over the annual performance review period. For the year commencing 1 July 2016, Mr Attenborough’s short term performance award is equivalent to $1,250,000 if targets are met, and is deliverable as a combination of cash (50%) and Tabcorp shares (50%) which are subject to a two year service condition and subject to forfeiture and claw back conditions. Further information on the short term incentive component of remuneration is detailed in the Remuneration Report within the Annual Report 2016.

In respect of the long term incentive component of Mr Attenborough’s remuneration for the year commencing 1 July 2016, the Company will, subject to obtaining the necessary shareholder approval, allocate to him that number of Performance Rights determined based on the formula $2,500,000 divided by the volume weighted average price of Tabcorp shares traded on the ASX over the five trading days up to but not including 25 October 2016 (the date of the 2016 Annual General Meeting), rounded down to the nearest whole number (‘New Performance Rights’). The number of New Performance Rights proposed to be allocated to Mr Attenborough based on this formula will be confirmed at the 2016 Annual General Meeting.

This formula uses a face value methodology (which is based on the volume weighted average market price of Tabcorp shares), and replaces the fair market valuation methodology used in prior years. The previously applied fair market valuation methodology used a theoretical Tabcorp share price, which was discounted for a number of factors including share price volatility and the probability of vesting, and resulted in the fair market value being approximately 50% of the prevailing Tabcorp share price. Also in previous years, the formula used referred to the target value of the Performance Rights being at the median vesting position (when 50% of the Performance Rights vested at median performance). In contrast, the new formula adopted this year uses a face value methodology, and the effective outperformance value of the Performance Rights (when 100% of the Performance Rights vest at outperformance). Therefore, in respect of the proposed allocation of New Performance Rights to Mr Attenborough, the formula will use an effective outperformance value of the Performance Rights at the time of allocation of $2,500,000. These arrangements ensure that participants in the Tabcorp Long Term Performance Plan are not disadvantaged or advantaged by the transition to the new face value methodology, resulting in participants receiving no more or less value than they would have under either methodology.

7 Tabcorp Notice of Annual General Meeting 2016

The move from a fair market valuation methodology to a face value methodology improves transparency and reduces the volatility in the number of Performance Rights allocated annually.

The performance conditions, performance period, Test Date and other vesting conditions applying to the New Performance Rights will be the same as those that apply to other senior executives participating in the Tabcorp Long Term Performance Plan in respect of the year commencing 1 July 2016, as at 14 September 2016.

The Company intends that the long term incentive component of Mr Attenborough’s remuneration package will involve annual grants of Performance Rights, which would be subject to performance conditions, with the grant of such Performance Rights being subject to obtaining any necessary shareholder approvals at the relevant time.

In accordance with the ASX Listing Rules, shareholder approval is being sought for the grant of the New Performance Rights to Mr Attenborough. The key terms relating to the New Performance Rights are as described below. For further information on the Long Term Performance Plan, refer to the Remuneration Report in the Annual Report 2016 on pages 45 to 72.

(ii) Date the securities will be provided

If approved by shareholders, the New Performance Rights will be provided to Mr Attenborough as soon as practicable, and in any event no later than 12 months, after the Annual General Meeting.

(iii) Maximum number of securities to be provided

The maximum number of New Performance Rights that may be acquired by Mr Attenborough under the Tabcorp Long Term Performance Plan pursuant to the resolution on item 4 is that number arrived at based on the formula in that resolution.

• (iv) The price of the securities, vesting conditions and other matters

No exercise price

No amount is payable on the grant of the New Performance Rights.

Underlying shares

For each New Performance Right that vests, Mr Attenborough will be entitled to receive one fully paid ordinary share in the Company.

If the Company undertakes a variation of the issued capital of the Company (such as a capitalisation or rights issue, bonus issue, sub-division, consolidation or reduction of share capital) or certain other corporate actions (such as a demerger or the payment of a special dividend), the Board may vary the performance conditions, adjust the number of Performance Rights or the number of shares the subject of the Performance Rights or issue further Performance Rights (or any combination of these things), in each case subject to the ASX Listing Rules.

Any ordinary shares delivered will have full voting and dividend rights corresponding to the rights of all other ordinary shares in the Company.

Conditions of vesting

There will be one test date and no retesting for the New Performance Rights, which may vest on 14 September 2019 (the ‘Test Date’) subject to the satisfaction of applicable performance conditions (described below). Any New Performance Rights that do not vest on the Test Date will lapse, though the Board does have discretion under the Long Term Performance Plan to lift some or all vesting conditions in special circumstances, such as, but not limited to, death and permanent disablement.

The performance condition which will apply in respect of the grant of the New Performance Rights to Mr Attenborough is relative total shareholder return (the ‘Total Shareholder Return Condition’). Whether the performance condition has been met for the New Performance Rights will be determined on the Test Date. In the event of a takeover offer for the Company or any other transaction resulting in a change of control of the Company, the Board is required to determine, in its absolute discretion, the appropriate treatment regarding any unvested Performance Rights.

The Total Shareholder Return Condition measures the Company’s total shareholder return (‘TSR’) ranking against a peer group of companies, being the companies in the S&P/ASX 100 index and excluding real estate investment trusts, transportation infrastructure companies, utility companies, oil and gas companies, and metals and mining companies, measured over the period from 14 September 2016 to the Test Date.

Broadly, TSR measures the return received by

shareholders from holding shares in a company over a particular period. TSR is calculated by taking into account the change in a company’s share price over the relevant measurement period as well as the dividends received (and assumed to be reinvested back into the company’s shares) during that period. For the purpose of measuring the change in the Company’s share price (and the share price of the peer group of companies) over the relevant measurement period, the Company will use the volume weighted average price of the relevant entity’s ordinary shares traded on the ASX on each of the 20 trading days up to and including 14 September 2016 (in the case of the start of the period) and the Test Date (in the case of the end of the period).

8 Tabcorp Notice of Annual General Meeting 2016

The Company’s TSR ranking as against the peer group of companies has been chosen as the performance measure for the New Performance Rights because it directly aligns with the interests of shareholders and reflects performance as measured against the Company’s key strategic objective, which is to maximise TSR as compared with TSR for peer companies.

The table below sets out the percentage of the New Performance Rights that will vest depending on the Company’s TSR ranking as at the Test Date. The maximum number of New Performance Rights that may vest will accord with the highest measure of the Company’s relative TSR ranking on the Test Date.

	Percentage of the
	Performance Rights
TSR ranking	that will vest
Below 50thpercentile	0%
At 50thpercentile	50%
Above the 50th percentile	An additional 2% of
and below the 75th	Performance Rights will
percentile	vest for each 1 percentile
	increase above the 50th
	percentile
At or above 75thpercentile	100%

(v) Directors who have received securities under the Long Term Performance Plan since the last shareholder approval

Mr David Attenborough is the only Director or associate of a Director who has received securities under the Tabcorp Long Term Performance Plan since the last shareholder approval was given at the Company’s Annual General Meeting held on 29 October 2015.

• 484,581 Performance Rights were issued to Mr David Attenborough on 29 October 2015, following shareholder approval granted at the Company’s last Annual General Meeting held on that day.

(vi) Directors who are eligible to participate in the Long Term Performance Plan

• Mr Attenborough is presently the only Director entitled to participate in the Long Term Performance Plan.

(vii) No loan scheme

• No loan will be provided in connection with the New Performance Rights.

The Board (other than Mr Attenborough) recommends that shareholders vote in favour of the resolution on item 4.

Lapse of New Performance Rights

New Performance Rights that have not vested on the Test Date will ordinarily lapse.

Mr Attenborough, who has a personal interest in the subject of the resolution on item 4, has abstained from making a recommendation to shareholders in relation to that resolution.

Upon termination of employment, all unvested New Performance Rights will lapse immediately, subject to certain exceptions. Those exceptions are where (in broad terms) Mr Attenborough: (i) retires (where he will retain a pro rata number of New Performance Rights based on the time served between 14 September 2016 and the Test Date); (ii) is retrenched (where he will retain a pro rata number of New Performance Rights based on the time served between 14 September 2016 and the Test Date, subject to certain exceptions); or (iii) dies or is permanently disabled (where he will retain a pro rata number of New Performance Rights based on the time served between 14 September 2016 and the Test Date, subject to certain exceptions).

In addition, partial lapse of unvested New Performance Rights may occur in circumstances where Mr Attenborough takes parental leave or extended unpaid leave.

9 Tabcorp Notice of Annual General Meeting 2016

Item 5 – Increase in Non Executive Director fee pool

Shareholder approval is being sought to increase the maximum aggregate annual amount available for payment as remuneration to the Non Executive Directors of the Company by $500,000, from $2,000,000 to $2,500,000 per annum.

In accordance with Rule 70 of the Company’s Constitution and for the purposes of ASX Listing Rule 10.17, the maximum aggregate amount payable as remuneration to all Non Executive Directors of the Company in any year may not exceed an amount determined by shareholders from time to time at a general meeting (NED Fee Pool).

The current NED Fee Pool of $2,000,000 has not increased for eleven years, having been approved by shareholders at the Company’s Annual General Meeting held on 28 November 2005.

The Board is seeking shareholder approval to increase the NED Fee Pool for the following reasons:

• to ensure the NED Fee Pool can accommodate additional Non Executive Directors being appointed to the Board;

• to enable the Company to maintain remuneration arrangements that are market-competitive, so it can attract and retain high calibre individuals as Non Executive Directors; and

• to provide for Non Executive Directors’ fees to grow in the future to reflect market trends.

As announced by the Company on 3 August 2016, Mr Bruce Akhurst and Ms Vickki McFadden will be appointed as additional Non Executive Directors of the Company, following the receipt of the necessary regulatory and ministerial approvals. Mr Akhurst and Ms McFadden bring diverse skills and deep commercial and board experience to Tabcorp, drawing from areas such as investment banking, law and digital media.

The fees payable to Non Executive Directors are reviewed annually by the Remuneration Committee. Details of the remuneration arrangements for Non Executive Directors are set out in the Remuneration Report on pages 45 to 72 of the Annual Report 2016. In respect of the financial year ended 30 June 2016, the total aggregate amount of remuneration paid to Non Executive Directors was $1,426,465.

The NED Fee Pool comprises all remuneration payable to Non Executive Directors, and is inclusive of all Board and Board Committee membership fees, any special responsibilities such as Chairmanship of the Victorian Joint Venture Management Committee, membership of other Committees which may be required from time to time, and superannuation contributions. The Company does not pay any retirement benefits to Non Executive Directors, other than superannuation.

Although an increase in the NED Fee Pool is being sought, it does not imply that the full amount will be used. Also, it is emphasised that the NED Fee Pool is a maximum annual limit and does not indicate that fees will necessarily be increased accordingly to that limit. Full details of the remuneration arrangements applicable to Non Executive Directors will be set out in the Company’s annual Remuneration Report, which must be submitted for adoption by resolution of shareholders at every Annual General Meeting.

Non Executive Directors do not receive any performance or incentive payments and are not eligible to participate in any of Tabcorp’s incentive plans. No securities have been issued to any Non Executive Director under ASX Listing Rules 10.11 or 10.14 with shareholder approval within the last three years.

The Directors, who have a personal interest in the subject of the resolution on item 5, have abstained from making a recommendation to shareholders in relation to this resolution.

In deciding to seek shareholder approval for the increase to the NED Fee Pool, a review was undertaken of the prevailing levels of Non Executive Director remuneration across companies within the S&P/ASX 100 Index. The amount of the increase and the percentage of the increase to the NED Fee Pool are not excessive and are consistent with recent shareholder approvals obtained by other S&P/ASX 100 companies.

10 Tabcorp Notice of Annual General Meeting 2016

This page has been left blank intentionally

www.tabcorp.com.au

==> picture [171 x 32] intentionally omitted <==

Tabcorp Holdings Limited ABN 66 063 780 709

APPOINT YOUR PROXY

ONLINE  www.linkmarketservices.com.au BY MAIL  Tabcorp Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 665 661

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Tabcorp Holdings Limited (the Company ) and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEDT) on Tuesday, 25 October 2016 at The Grand Ballroom, The Westin Sydney, 1 Martin Place, Sydney NSW (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 3, 4 and 5: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy appointment in respect of Resolutions 3, 4 and 5, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel ( KMP ) for the Tabcorp consolidated group.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business, to the extent permitted by law.

VOTING DIRECTIONS

Proxy appointments will only be valid and accepted by the Company if they are received no later than 48 hours before the Meeting. Please read the instructions overleaf regarding voting directions before marking any boxes with an T

Resolutions

For Against Abstain * For Against Abstain * 2(a) Re-election of Ms Paula Dwyer as 5 Increase in Non Executive Director a Director of the Company fee pool

==> picture [79 x 80] intentionally omitted <==

2(b) Re-election of Mr Justin Milne as a Director of the Company

• 3 Adoption of Remuneration Report

• 4 Grant of Performance Rights to Managing Director and Chief Executive Officer

 * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

TAH PRX1601C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in the space provided in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

If you do not name a proxy in the relevant section in Step 1, or if your named proxy does not attend the Meeting, your proxy appointment will default to the Chairman of the Meeting. In addition, any directed proxy appointments that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxy appointments as directed. Any undirected proxy appointments that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP, to the extent permitted by law.

VOTING DIRECTIONS

You may direct your proxy how to vote by marking the appropriate boxes opposite each item of business in Step 2. All your relevant shares will be voted in accordance with your directions, to the extent permitted by law. If you do not mark any of the boxes on an item of business, your proxy may vote as he or she chooses, to the extent permitted by law.

To provide your proxy with a direction for all of your holding, place a mark in the relevant box opposite each item of business. If you mark more than one box on an item, your direction on that item will be invalid.

To provide your proxy with a direction in relation to a portion of your shares only, or to provide your proxy with different directions for separate portions of your shares, indicate the relevant portions by inserting the number or percentage of shares in the appropriate box or boxes opposite each item. The sum of the numbers or percentages on an item must not exceed your voting entitlement or 100%, otherwise your directions on that item will be invalid.

LODGEMENT OF PROXY FORM

To be valid, this Proxy Form (and an original or a certified copy of any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEDT) on Sunday, 23 October 2016, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

• ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on this Proxy Form. Select ‘Voting’ and follow the prompts to lodge your proxy appointment. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of this Proxy Form).

BY MAIL  Tabcorp Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

BY HAND

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

or

Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.