TABCORP HOLDINGS LIMITED — Director's Dealing 2017

Oct 26, 2017

27 October 2017

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

Appendix 3Y and Appendix 3Z

In accordance with the Listing Rules, I attach for release to the market the following documents:

1. Appendix 3Y – Change in Director’s Interest Notice for the grant of Performance Rights to Mr David Attenborough, following shareholder approval at the 2017 Annual General Meeting, held today; and

2. Appendix 3Z – Final Director’s Interest Notice for Ms Jane Hemstritch, who retired from the Board at the conclusion of the 2017 Annual General Meeting, held today.

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Fiona Mead Company Secretary

Enc.

Level 21, Tower 2 Tabcorp 727 Collins Street Holdings Limited Melbourne VIC 3008

tabcorp.com.au ABN 66 063 780 709

GPO Box 1943 Melbourne VIC 3001

Appendix 3Y Change of Director’s Interest Notice

180Rule 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	2 October 2017

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: 1,207,678 Ordinary Shares held directly 97,249 Ordinary Shares pursuant to Tabcorp’s Short Term Performance Plan held directly 985,583 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	27 October 2017, being the date on which 573,394 Performance Rights were granted to Mr Attenborough, and follows shareholder approval obtained at Tabcorp’s Annual General Meeting held on 27 October 2017.
No. of securities held prior to change	As detailed above
Class	As detailed above

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	573,394 Performance Rights
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	No amount is payable by Mr Attenborough on the grant of the Performance Rights
No. of securities held after change	1,207,678 Ordinary Shares held directly 97,249 Ordinary Shares pursuant to Tabcorp’s Short Term Performance Plan held directly 1,558,977 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	Grant of 573,394 Performance Rights pursuant to Tabcorp’s Long Term Performance Plan and in accordance with shareholder approval obtained at Tabcorp’s Annual General Meeting held on 27 October 2017

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.

01/01/2011 Appendix 3Y Page 3

Appendix 3Z Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final 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 30/9/2001.

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.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Jane Hemstritch
Date of last notice	22 June 2016
Date that director ceased to be director	27 October 2017

Part 1 – Director’s relevant interests in securities of which the director is the registered holder 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.

Number & class of securities

Nil

• See chapter 19 for defined terms.

Appendix 3Z Page 1

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

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.

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

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest Held indirectly by Falderal Pty Ltd as trustee for the Hemstritch Super Fund Held indirectly by Falderal Investments Pty Ltd	Number & class of securities 25,112 Tabcorp Ordinary Shares 6,850 Tabcorp Ordinary Shares

Part 3 – Director’s interests in contracts

Detail of contract	Nil
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

• See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002