Tatts : and Tabcorp Investor Presentation

Recommended combination of Tabcorp Holdings Limited and Tatts Group Limited Tabcorp and Tatts to combine to create a world-class, diversified gambling entertainment group 19 October 2016 Disclaimer

This presentation (Presentation) provides information in summary form and should be read in conjunction with the announcement in relation to the proposed transaction between Tabcorp Holdings Limited (Tabcorp) and Tatts Group Limited (Tatts) (the Transaction) that was released today. This Presentation does not purport to contain all the information that investors may require in order to make a decision in relation to the Transaction. It contains selected information only. Further information will be contained in additional documents to be released by Tatts and/or Tabcorp.

Neither of Tabcorp nor Tatts, nor their respective related bodies corporate, directors, officers, employees, agents, contractors, consultants or advisers makes or gives any representation, warranty or guarantee, whether express or implied, that the information contained in this Presentation is complete, reliable or accurate or that it has been or will be independently verified, or that reasonable care has been or will be taken by them in compiling, preparing or furnishing th is Presentation and its contents.

To the maximum extent permitted by law, neither of Tabcorp nor Tatts, nor their respective related bodies corporate, directors, officers, employees, agents, contractors, consultants and advisers expressly disclaim any and all liability for any loss or damage suffered or incurred by any other pe rson or entity however caused (including by reason of fault or negligence) and whether or not foreseeable, relating to or resulting from the receipt or use of the information or from any errors in, or omissions from, this Presentation.

You should conduct and rely upon your own investigation and analysis of the information in this Presentation and other matters that may be relevant to it in considering the information in this Presentation.

The information in this Presentation is not investment or financial product advice and is not to be used as the basis for making an investment decision. In this regard, the Presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person.

Estimates and forward looking information contained in this Presentation are illustrative and are not representations as to future matters, are based on many assumptions and are subject to significant uncertainties and contingencies, many (if not all) of which are outside the control of Tabcorp and Tatts. Actual events or results may differ significantly from the events or results expressed or implied by any estimate, forward looking information or other information in this Presentation. No representation is made that any estimate or forward looking information contained in this Presentation will be achieved and forward looking information will not be warranted.

You should make your own independent assessment of any estimates and forward looking information contained in this Presentati on.

The forward looking information in this Presentation comprises management projections or estimates only and has not been prepared or verified to prospectus standard. No representation is made that there is a reasonable basis for that information.

This Presentation does not constitute an offer to sell, or to arrange to sell, securities or other financial products. This Presentation and the information contained in it does not constitute a solicitation, offer or invitation to buy, subscribe for or sell any securities in the United States. The Tabcorp shares to be issued under the Transaction have not been, and will not be, registered under the U.S. Securities Act of 1993 (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States unless the securities have been registered under the US Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and other applicable securities laws

The statements in this Presentation are made only as at the date of this Presentation and the information contained in this Presentation has been prepared as of the date of this Presentation. The statements and the information remain subject to change without notice. The delivery of this Presentation does not imply and should not be relied upon as a representation or warranty that the information contained in this Presentation remains correct at, or at any time after, that date. No person, including Tabcorp, Tatts and their respective related bodies corporate, directors, officers, employees, agents, contractors, consultants and advisers accepts any obligation to update this Presentation or to correct any inaccuracies or omissions in it which may exist or become apparent.

2

Transaction benefits Tabcorp and Tatts to combine to create a world-class, diversified gambling entertainment group

1

Creates a leading, diversified portfolio of gambling entertainment businesses

• long-dated suite of licences

• well positioned to invest, innovate and compete in a rapidly evolving marketplace

• larger and more diversified earnings base, with a broad national footprint

• well positioned to pursue growth opportunities globally

  2

  Provides a wide range of benefits for stakeholders and enhances the long-term sustainability of the Australian racing industry

• at least $50 million per annum in additional funding expected to flow to the racing industry in Australia

• provides a pathway to national pooling for pari-mutuel wagering, subject to regulatory and racing industry approvals

  3

  Significant value creation expected for both sets of shareholders

• expected to deliver at least $130 million per annum EBITDA synergies and business improvements, net of benefits to the racing industry

• expected to be EPS accretive (before significant items) and value accretive for both Tabcorp and Tatts shareholders

• Combined Group expected to target a dividend payout ratio of 90% of NPAT before significant items and amortisation of the Victorian

  Wagering and Betting Licence

• Combined Group expected to undertake a share buyback of $500 million, post implementation of the Transaction and subject to Board approval and market conditions

  4

  Greater scale and strong balance sheet position

  • combined pro forma enterprise value of approximately $11.3 billion1, revenue of over $5 billion and EBITDA of over $1 billion2

  • balance sheet strength better facilitates growth and potential capital management opportunities - Combined Group intends to have an investment grade credit rating

    5

    Complementary businesses, delivering a winning offer for customers

  • combines the best of both businesses to support investment and innovation, including best-in-class digital products

  • supports an enhanced range of products and experiences across each of our channels and products

Notes:

3

1. Based on the closing share prices of Tabcorp and Tatts as at 17 October 2016, being the last trading day prior to the announcement of the Transaction and pro forma net debt of the Combined Group as at 30 June 2016

2. Based on reported FY 2016 revenue and EBITDA for Tabcorp and Tatts. Excludes the impact of synergies and business improvements

   Transaction summary Tabcorp and Tatts have entered into an Implementation Deed to combine the two companies

   Structure

   Combined Group

   Board and management composition

   Key approvals and Transaction timing

   Board and shareholder support

   - Tatts intends to pay its shareholders a fully-franked special dividend of 20 cents per share (subject to the availability of franking credits) immediately prior to implementation of the Transaction in lieu of part of the cash consideration. A fully-franked dividend of 20 cents per share would have approximately 8.6 cents per share of franking credits attached1

   Chief Financial Officer

   shareholders

   Transaction, in the absence of a superior proposal and subject to there being no material adverse change in circumstances

   • Tatts shareholders to receive 0.80 Tabcorp shares plus 42.5 cents cash for each Tatts share held

   • Transaction to be implemented via a Tatts Scheme of Arrangement

   • World-class, diversified gambling entertainment group

   • Combined Group pro forma enterprise value of approximately $11.3 billion2 and expected to be an ASX50 company

   • Tabcorp and Tatts shareholders will own approximately 42% and 58% of the Combined Group, respectively3

   • Board will be comprised of the existing Tabcorp Directors with Paula Dwyer as Chairman

   • David Attenborough will be Managing Director and Chief Executive Officer of the Combined Group and Damien Johnston will be

   • Tatts Chairman Harry Boon will join the Board of the Combined Group as a Non-Executive Director

   • Obtaining competition, regulatory and other approvals

   • Tatts shareholders approving the Tatts Scheme of Arrangement

   • Obtaining Court approval for the Scheme and an independent expert concluding the Transaction is in the best interests of Tatts

   • Other conditions as set out in the Implementation Deed (appended to the Transaction announcement)

   • Completion expected mid-2017

   • Transaction is unanimously recommended by the Boards of Tabcorp and Tatts4

   • AustralianSuper, one of Tatts' largest shareholders, has indicated that it intends to vote its Tatts shares in favour of the

   Notes:

3. Whilst Tatts estimates the special dividend will be 20 cents per Tatts share, under the Implementation Deed Tatts is able to pay a special dividend of up to 25 cents per share (subject to the availability of franking credits)

4. Based on the closing share prices of Tabcorp and Tatts as at 17 October 2016, being the last trading day prior to the announcement of the Transaction and pro forma net debt of the Combined Group as at 30 June 2016 (including estimated transaction costs). Excludes impact of synergies and business improvements

   4

5. Based on Tabcorp's ordinary shares outstanding of 835 million and Tatts' fully diluted shares outstanding of 1,469 million (including performance rights)

   as at 18 October 2016

6. In the Tatts Board's case, subject to there being no superior proposal and also to an independent expert concluding the Transaction is in the best interests of Tatts shareholders