TABCORP HOLDINGS LIMITED — M&A Activity 2010

Oct 19, 2010

20 October 2010

A statement from Tabcorp

On 11 October 2010 Tabcorp Holdings Limited confirmed that it had entered into an in principle agreement with Racing NSW and the NSW Government to provide funding of $150 million to facilitate the merger between the Sydney Turf Club (“STC”) and the Australian Jockey Club (“AJC”) and the redevelopment of Randwick racecourse. The agreement is conditional on approval of the merger by the two clubs and implementation will occur after Cabinet approval and the necessary administrative, regulatory and legislative changes.

Tabcorp notes the announcement yesterday by the STC that the Board of the STC supports the merger between the STC and the AJC and the announcement yesterday by the NSW Government in relation to this matter. A copy of the announcement by the NSW Government is attached.

Tabcorp welcomes these announcements and looks forward to progressing the matter with the NSW Government and Racing NSW.

Tabcorp will provide further details of the arrangements when they are finalised.

For media enquiries please contact: Nicholas Tzaferis, Tabcorp General Manager – Group Corporate Affairs, Acting Ph: 03 9868 2529

Email: tzaferisn@tabcorp.com.au

Kevin Greene MP Minister for Gaming and Racing Minister for Sport and Recreation Minister for Major Events MEDIA RELEASE

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19 October 2010

HISTORIC DAY FOR NSW RACING

The NSW Government has welcomed an announcement from the Sydney Turf Club and the Australian Jockey Club advising their support for a merger.

Gaming and Racing Minister Kevin Greene said today is an historic day for NSW racing and its 50,000 participants.

“This merger is about securing the future of the NSW racing industry,” Mr Greene said.

“A single strong metropolitan club is pivotal for the future of racing in NSW and the AJC and STC Boards have shown great vision in supporting the merger.”

Mr Greene said the NSW Government announced in July they would assist the racing industry with a funding package of $174 million on the condition that the Australian Jockey Club and the Sydney Turf Club merge their operations.

The STC Board has requested minor changes to some of the governance provisions for the new club. These have now been confirmed, but the main conditions attached to the merger and the financing remain in place.

Mr Greene said the process will now move forward:

• The NSW Government will provide $24m to a new merged club for the upgrade of Rosehill Gardens, as announced in July;

• In principle agreement has been reached between Racing NSW and Tabcorp which will see $150m provided to upgrade Royal Randwick Racecourse;

• This agreement involves Tabcorp buying out Racing NSW’s share of Trackside for $150 million;

• All associated legislative action will now be subject to the necessary administrative, regulatory and legislative processes; and

• The funding is dependent on the execution of appropriate agreements between Racing NSW, Tabcorp, the NSW Government and the clubs.

• There will be no sale of any of the four metropolitan racetracks for at least 10 years; and

• The new board will include 3 appointed independent directors.

“This is the culmination of more than 18 months hard work and the clubs have shown great vision in supporting this merger,” Mr Greene said.

“I now look forward to the support of the Opposition on the introduction of legislation to implement these significant reforms.”

Media contact: Adam Wallace 0407 079 369