TABCORP HOLDINGS LIMITED — Director's Dealing 2016

Dec 7, 2016

8 December 2016

Australian Securities Exchange Companies Announcements Platform 20 Bridge Street Sydney NSW 2000

Appendix 3Y – Change in Director’s Interest Notice

In accordance with the Listing Rules, I attach for release to the market a Change of Director’s Interest Notice for David Attenborough, Tabcorp’s Managing Director and Chief Executive Officer.

In compliance with Tabcorp’s Securities Trading Policy, David has disposed of 850,000 Tabcorp shares. David has advised the Company that he intends to use the proceeds to fund the purchase of a family home.

Following the disposal, David will continue to comply with Tabcorp’s Executives’ Shareholdings Policy through his ongoing significant interest in Tabcorp, including:

• 708,732 Ordinary Shares held directly;

• 180,895 Ordinary Shares pursuant to Tabcorp’s Short Term Performance Plan held directly; and

• 1,504,708 Performance Rights pursuant to Tabcorp’s Long Term Performance Plan held directly.

Yours faithfully

==> picture [112 x 48] intentionally omitted <==

Fiona Mead Company Secretary (subject to approval)

Enc.

Tabcorp Holdings Limited	5 Bowen Crescent Melbourne VIC Australia 3004	GPO Box 1943 Melbourne VIC Australia 3001	tabcorp.com.au ABN 66 063 780 709

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Tabcorp Holdings Limited (Tabcorp) ABN 66 063 780 709

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	David Attenborough
Date of last notice	26 October 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Interest prior to change: 1,558,732 Ordinary Shares held directly 180,895 Ordinary Shares pursuant to Tabcorp’s Short Term Performance Plan held directly 1,504,708 Performance Rights pursuant to Tabcorp’s Long Term Performance Plan held directly
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	2 December 2016 and 5 December 2016
No. of securities held prior to change	As detailed above
Class	As detailed above
Number acquired	Nil
Number disposed	A total of 850,000 Ordinary Shares
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Average price of $4.6867 per Ordinary Share

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	708,732 Ordinary Shares held directly 180,895 Ordinary Shares pursuant to Tabcorp’s Short Term Performance Plan held directly 1,504,708 Performance Rights pursuant to Tabcorp’s Long Term Performance Plan held directly
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	On-market sale of 850,000 Ordinary Shares

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

art 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

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