National Australia Bank : Becoming a substantial holder for TAH

Form 603

Corporations Act 2001

1. Details of substantial shareholder

   Name & ACN (if applicable)

   The Secretary TABCORP Holdings Limited 5 Bowen Crescent Melbourne VIC 3004 Ph: (03) 9868 2100 Fax: (03) 9868 2300 063 780 709

   National Australia Bank Limited (ACN 004 044 937) and its associated entities listed in Annexure A

   The holder became a substantial holder on 21/07/2017

   TAH

2. Details of voting power The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

   Class of securities	Number of securities	Persons' votes	Voting power
   Fully paid ordinary shares	42,812,392	42,812,392	5.126%

3. Details of relevant interests

   The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

   Holder of relevant interest	Nature of relevant interest	Class and number of securities
   MLC Investments Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts.	Fully paid ordinary shares 22,982,723
   MLC Wealth Management Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts	Fully paid ordinary shares 132,316
   NULIS Nominees (Australia) Limited	Power to control the voting and /or disposal of securities pursuant to position held as manager under investment mandate.	Fully paid ordinary shares 3,586
   MLC Wealth Management Limited	Power to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee for the superannuation products it issues.	Fully paid ordinary shares 903,960
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 15,525,430
   National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 2,644,900
   JBWere Limited	Power to control the voting and /or disposal of securities pursuant to position as investment manager for various client portfolios.	Fully paid ordinary shares 64,700
   JBWere (NZ) Pty Limited	Power to control the voting and/or acquisition or disposal of securities pursuant to its position as the entity performing a discretionary investment management services to its clients.	Fully paid ordinary shares 23,352
   National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 531,425
   TOTAL	42,812,392

4. Details of present registered holders

   The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities
   MLC Investments Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 22,982,723
   MLC Wealth Management Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 132,316
   NULIS Nominees (Australia) Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 3,586
   MLC Wealth Management Limited	Navigator Australia Limited (ACN 006 302 987)	Fully paid ordinary shares 903,960
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 15,525,430
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 2,644,900
   JBWere Limited	Invia Custodian Pty Limited (ACN 006 127 984)	Fully paid ordinary shares 64,700
   JBWere (NZ) Pty Limited	JBWere (NZ) Nominees Limited (NZBN 9429031839822)	Fully paid ordinary shares 23,352
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 531,425
   TOTAL	42,812,392

5. Consideration

   The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

   Holder of relevant interest	Date of acquisition	Consideration	Class and number of securities
   Cash	Non-cash	Fully paid ordinary shares
   MLC Investments Limited	3/08/2017	$474,255.00	111,150
   MLC Investments Limited	4/08/2017	$4,304,130.80	987,650
   MLC Wealth Management Limited	3/08/2017	$3,219.88	756
   National Australia Bank Limited	03/08/2017 to 04/08/2017 - Securities Lending	No consideration directly referable to the securities provided by NAB	Refer to Appendix 1 Table
   National Australia Bank Limited	03/08/2017 - Stock return (refer Appendix 2)	No consideration directly referable to the securities provided by NAB	18,705

6. Associates

   The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

   Name and ACN/ARSN (if applicable	Nature of association
   MLC Investments Limited	MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.
   MLC Wealth Management Limited	MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   Antares Capital Partners Limited	Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   JBWere Limited	JBWere Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   JBWere (NZ) Pty Limited	JBWere (NZ) Pty Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   NULIS Nominees (Australia) Limited	NULIS Nominees (Australia) Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.

7. Addresses

The addresses of persons named in this form are as follows:

Name

Signature