Tabcorp : Demerger Booklet registered with ASIC

31 March 2022

ASX Market Announcements Australian Securities Exchange 20 Bridge Street

Sydney NSW 2000

Demerger Booklet registered with Australian Securities and Investments Commission

Tabcorp Holdings Limited (Tabcorp) confirms that the Australian Securities and Investments Commission has registered the Demerger Booklet in relation to the proposed demerger of The Lottery Corporation Limited by Tabcorp (Demerger).

A copy of the Demerger Booklet is attached and will be made available on Tabcorp's website(www.tabcorp.com.au/investors/demerger).

Samples of the General Meeting Proxy Form, Scheme Meeting Proxy Form and Sale Facility Form are also attached to this announcement (Forms).

The Demerger Booklet and Forms will be despatched to Tabcorp shareholders on or before Friday, 8 April 2022 in the manner described in the announcement made yesterday.

This announcement was authorised for release by the Tabcorp Board.

For more information:

Media: Nicholas Tzaferis, GM Corporate Communications, [phone] Investors/Analysts: Chris Richardson, GM Investor Relations & Treasury, [phone]

Tabcorp Holdings Limited

Level 21, Tower 2 727 Collins Street Melbourne VIC 3008

GPO Box 1943 Melbourne VIC 3001

tabcorp.com.au ABN 66 063 780 709

FOR THE DEMERGER OF THE LOTTERY CORPORATION

VOTE IN FAVOUR

The Tabcorp Directors unanimously recommend that you vote in favour of the resolutions to approve the Demerger of The Lottery Corporation.

The Independent Expert has concluded that the Demerger is in the best interests of Tabcorp Shareholders.

This is an important document and requires your immediate attention.

You should read this Demerger Booklet in its entirety prior to deciding whether or not to vote in favour of the resolutions to approve the Demerger. If you are in any doubt as to what action you should take, please consult your financial, legal, taxation or other professional adviser before voting on the Demerger.

Financial AdviserLegal Adviser

Tabcorp Holdings Limited (ABN 66 063 780 709)

DEMERGER BOOKLET

IMPORTANT NOTICES

General

This Demerger Booklet is important. Tabcorp Shareholders should carefully read this Demerger Booklet in its entirety before making a decision as to how to vote on the Demerger Resolutions to be considered at the General Meeting and the Scheme Meeting.

No investment advice

The information contained in this Demerger Booklet does not constitute financial product advice and has been prepared without reference to your individual investment objectives, financial situation, taxation position and particular needs. The information in this Demerger Booklet should not be relied upon as the sole basis for any investment decision. Tabcorp Shareholders should seek independent legal, financial, taxation or other professional advice before making any investment decision.

Purpose of this Demerger Booklet

This Demerger Booklet sets out the effects of the Demerger, certain information required by law and all other information known to the Tabcorp Directors which is material to the decision of Tabcorp Shareholders to vote in favour of, or against, the Demerger Resolutions to effect the Capital Reduction and the Scheme (other than information previously disclosed to Tabcorp Shareholders) and includes:

• • a statement of all the information known to Tabcorp that is material to Tabcorp Shareholders in deciding how to vote on the Capital Reduction Resolution, as required by section 256C(4) of the Corporations Act; and

• • the explanatory statement, as required by section 412 of the Corporations Act, in relation to the Scheme.

The Demerger is conditional on (amongst other things) both the Demerger Resolutions being passed at the respective shareholder meetings. Information regarding the Capital Reduction Resolution is set out in the Notices of Meeting.

Preparation of and responsibility for this Demerger Booklet

This Demerger Booklet (other than the Independent Expert's Report and the Independent Limited Assurance Report) has been prepared by Tabcorp as at the date of this Demerger Booklet and Tabcorp is responsible for the content of this Demerger Booklet.

Grant Samuel & Associates Pty Limited has prepared the Independent Expert's Report and takes responsibility for that report. A copy of that report is contained in Annexure A - Independent Expert's Report.

Ernst & Young Strategy and Transactions Limited has prepared the Independent Limited Assurance Report and takes responsibility for that report. A copy of that report is set out in Annexure B - Independent Limited Assurance Report.

ii - Tabcorp Holdings Limited

Role of ASIC

A copy of this Demerger Booklet has been lodged with ASIC in accordance with section 256C(5) of the Corporations Act and registered by ASIC under section 412(6) of the Corporations Act. ASIC has been requested to provide a statement in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the Second Court Hearing.

Neither ASIC nor any of its officers takes any responsibility for the contents of this Demerger Booklet.

Role of ASX

The Lottery Corporation will apply for admission to the Official List and for official quotation of The Lottery Corporation Shares on the ASX.

Neither the ASX nor any of its officers takes any responsibility for the contents of this Demerger Booklet. The fact that the ASX may admit The Lottery Corporation to the Official List should not be taken in any way as an indication of, the merits of an investment in The Lottery Corporation.

Important notice associated with Court order under section 411(1) of the Corporations Act

The fact that under section 411(1) of the Corporations Act the Court has ordered that the Scheme Meeting be convened and has approved the explanatory statement contained in this Demerger Booklet required to accompany the Notices of Meeting does not mean that the Court:

• • has formed any view as to the merits of the Scheme or as to how Tabcorp Shareholders should vote (on this matter Tabcorp Shareholders must reach their own decision); or

• • has prepared, or is responsible for the contents of, the explanatory statement contained in this Demerger Booklet.

Notice of Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting.

Any Tabcorp Shareholder may appear at the Second Court Hearing, expected to be held at 9:15am on Friday, 20 May 2022 at the Supreme Court of New South Wales at 184 Phillip Street, Sydney NSW 2000.

Any Tabcorp Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Tabcorp a notice of appearance in the prescribed form together with any affidavit that the Tabcorp Shareholder proposes to rely on.

Notices of Meeting

Notices convening the General Meeting and Scheme Meeting are set out in Annexure E - Notices of Meeting.

Status of this Demerger Booklet

This Demerger Booklet is not a prospectus lodged under chapter 6D of the Corporations Act. Section 708(17) of the Corporations Act provides that chapter 6D of the Corporations Act does not have effect in relation to any offer of securities if it is made under a compromise or arrangement under part 5.1 of the Corporations Act, approved at a meeting held as a result of an order made by the court under section 411(1) or (1A) of the Corporations Act.

operations or financial position of the Tabcorp Group or The Lottery Corporation Group, or provide other forward looking statements.

Foreign jurisdictions and shareholders

These forward looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which may be beyond Tabcorp's or The Lottery Corporation's control, and which may cause the actual results, performance or achievements of Tabcorp or The Lottery Corporation to be materially different from future results, performance or achievements expressed or implied by such statements.

Tabcorp Shareholders who are Ineligible Overseas Shareholders will not receive The Lottery Corporation Shares under the Demerger. The Lottery Corporation Shares that would otherwise be transferred to these shareholders under the Demerger will be transferred to the Sale Agent to be sold, with the proceeds of such sale to be paid to Ineligible Overseas Shareholders. Refer to Section 7.8 for further information.

Other than as required by law, neither Tabcorp, The Lottery Corporation, their officers, advisers nor any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Demerger Booklet will actually occur.

Tabcorp Shareholders resident outside Australia for tax purposes should seek specific tax advice in relation to the Australian and overseas tax implications of the Demerger.

This Demerger Booklet does not in any way constitute an offer of securities in any place in which, or to any person to whom, it would be unlawful to make such an offer. No action has been taken to register or qualify The Lottery Corporation Shares or otherwise permit a public offer of such securities in any jurisdiction outside Australia.

Additionally, statements of the intentions of the Tabcorp Board or The Lottery Corporation Board reflect the present intentions of the Tabcorp Directors and the Directors of The Lottery Corporation from the Effective Date respectively as at the date of this Demerger Booklet and may be subject to change as the composition of the Tabcorp Board and The Lottery Corporation Board alters, or as circumstances require.

Based on the information available to Tabcorp, Tabcorp Shareholders whose addresses are shown in the register on the Record Date as being in the following jurisdictions will be entitled to have The Lottery Corporation Shares issued to them under the Scheme subject to any qualifications set out in this Demerger Booklet in respect of that jurisdiction:

Except as required by law, Tabcorp and The Lottery Corporation disclaim any obligation or undertaking to update or revise any forward looking statements in this Demerger Booklet.

Presentation of financial information

• • Australia, Canada, Hong Kong, New Zealand, Singapore, the United Kingdom or the United States; or

  Sections 3.13 and 4.11 set out in detail the financial information referred to in this Demerger Booklet. Those sections contain details of the basis on which the financial information has been prepared and presented.

• • any other jurisdiction in respect of which Tabcorp reasonably believes that it is not prohibited and not unduly onerous or impractical to issue The Lottery Corporation Shares to a Tabcorp Shareholder with a registered address in such jurisdiction.

Nominees, custodians and other Tabcorp Shareholders who hold Tabcorp Shares on behalf of a beneficial owner resident outside Australia, Canada, Hong Kong, New Zealand, Singapore, the United Kingdom or the United States may not forward this Demerger Booklet

The Tabcorp Historical Financial information, New Tabcorp Pro Forma Historical Financial Information and The Lottery Corporation Pro Forma Historical Financial Information is presented in an abbreviated form and does not contain all the presentation, disclosures and comparative information that are required in an annual general purpose financial report prepared in accordance with the Corporations Act.

(or any accompanying document) to anyone outside these countries without the consent of Tabcorp.

Unless otherwise stated or implied, all pro forma financial information in this Demerger Booklet gives effect to the pro forma adjustments referred to in Sections 3.13 and 4.11.

Disclaimer as to forward looking statements

The Financial Information contained in this Demerger Booklet is historical only. Past financial performance is not necessarily a guide to future financial performance.

Forward looking statements may generally be identified by the use of forward looking words such as 'believe', 'aim', 'expect', 'anticipate', 'intend', 'foresee', 'likely', 'should', 'planned', 'may', 'might', 'is confident', 'estimate', 'potential' or other similar words or phrases. These statements discuss future expectations concerning the results of

Privacy and personal information

Tabcorp, The Lottery Corporation and their respective share registries (each an Organisation), may collect personal information in the process of implementing the Demerger. The personal information may include the

Demerger Booklet of The Lottery Corporation - 1

IMPORTANT NOTICES continued

names, addresses, other contact details and details of the shareholdings of Tabcorp Shareholders, and the names of individuals appointed by Tabcorp Shareholders as proxies, corporate representatives or attorneys at the Meetings.

Tabcorp Shareholders who are individuals, and individuals appointed as proxies, corporate representatives or attorneys in respect of whom personal information is collected as outlined in this section have certain rights to access their personal information. They should call the Shareholder Information Line on 1800 550 560 (within Australia) or [phone] (international) on weekdays between 8:00am and 7:30pm (Sydney time) if they wish to request access to the personal information held by any of the Organisations. Tabcorp Shareholders who appoint an individual as their proxy, corporate representative or attorney to vote on the Demerger Resolutions should inform those individuals of the matters outlined in this section.

The personal information will be collected for the purpose of implementing and administering the shareholdings arising from the Demerger. An Organisation may, to the extent permitted by law, disclose personal information collected by it to another Organisation, to securities brokers, to print and mail service providers and any other service providers and advisers engaged by an Organisation in relation to the implementation and administration of the shareholdings arising from the Demerger. The personal information of Ineligible Overseas Shareholders and Selling Shareholders may also be disclosed to the Sale Agent for the purposes of operating the Sale Facilities.

The main consequence of not collecting the personal information outlined in this section would be that Tabcorp may be hindered in, or prevented from, conducting the Meetings and implementing the Demerger.

Interpretation

Capitalised terms and certain abbreviations used in this Demerger Booklet are defined in the Glossary in Section 9.

In this Demerger Booklet, the term 'New Tabcorp' is used to describe Tabcorp as it will exist as if the Demerger has been implemented. The term 'New Tabcorp' is used in this Demerger Booklet for simplicity of explanation only, to distinguish between that entity during the period prior to, and the period after, the Demerger.

The Lottery Corporation business has historically been operated out of Tatts Group Limited, as well as certain Subsidiaries that undertake The Lottery Corporation business operations described in Section 3. The terms 'The Lottery Corporation' and 'TLC' used in this Demerger Booklet reflect the corporate restructuring referred to in Section 5.1 and the principles of the Separation Deed summarised in Section 7.7, with references to The Lottery Corporation in the historic periods inclusive of any businesses that will constitute The Lottery Corporation, and exclusive of any businesses that will not constitute The Lottery Corporation, as it will exist after the Demerger has been implemented. The term 'standalone' is used to describe The Lottery Corporation as it will exist after the Demerger, with a separate board and management team from New Tabcorp.

2 - Tabcorp Holdings Limited

References in this Demerger Booklet to The Lottery Corporation Board or to The Lottery Corporation Directors means the board or directors of The Lottery Corporation immediately following the Effective Date (or from the time following the Effective Date). It is intended that the board of The Lottery Corporation will be reconstituted on or before the Effective Date to reflect the board composition set out in Section 3.7. References in this Demerger Booklet to strategies or policies to be applied by The Lottery Corporation following the Demerger reflect the views and intentions of the intended directors of The Lottery Corporation from the Effective Date and The Lottery Corporation senior executives (and, for the avoidance of doubt, should not be taken to refer to the views and intentions of the directors of The Lottery Corporation in office at the date of this Demerger Booklet).

Unless otherwise stated, all times and dates referred to in this Demerger Booklet are times and dates in Sydney, Australia time. All dates and times following the date of the General Meeting and the Scheme Meeting are indicative only and, among other things, are subject to all necessary approvals from the Court and other regulatory authorities. Any changes to the Timetable (which may include an earlier or later date for the Second Court Hearing) will be announced through the ASX and will be notified on Tabcorp's website atwww.tabcorp.com.au.

In this Demerger Booklet, unless otherwise specified or the context otherwise requires, references to $ are to Australian dollars.

All references to years are references to Tabcorp's financial years, ended 30 June, unless otherwise indicated.

Any discrepancies between totals in tables and sums of components contained in this Demerger Booklet and between those figures and figures referred to in other parts of this Demerger Booklet are due to rounding.

Trade marks

® These trade marks are registered in Australia (either across Australia or limited to certain State/s or Territory/ ies) and are owned by or licensed to a member of the Tabcorp Group or The Lottery Corporation Group.

Date

This Demerger Booklet is dated 30 March 2022.

Supplementary information

Refer to Section 7.9 for information about the steps that Tabcorp will take if information about the Demerger needs to be updated.

If you would like to receive a hard copy of this Demerger Booklet and Notices of Meeting, please contact the Tabcorp Share Registry.