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Agenda

1. Recap from Member Briefing Meeting 3

2. Future Club Plans

3. Interim Club Plans

4. Mirvac Introduction

5. Development Timeline

6. Member Communication Process

7. Member Display Area

8. Member Vote Process

9. Corporate Governance

10. Q&As

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City Tattersalls Club Guiding Principles The proposed development has been created to align with the

Club’s Guiding Principles.

1. Retain City Tattersalls Club (CTC) as a registered Club recognising and ensuring

compliance with the CTC ACT and Rules.

2. Retain ownership of all assets by our Club*

3. Primary focus on Club, subsidiary clubs and members both now and in the future

4. Maximise value of the Club assets in short, medium and long term

5. Minimise cost and maximise benefits of the Club

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* Possible sale of Private Apartments

6. Minimise risk to the club

7. Achieve a long term reduction in financial dependence on gaming

and secure the long term financial future of the Club

8. Create a long term new business model for Club

9. Continued trading of the Club

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* Possible sale of Private Apartments

City Tattersalls Club Guiding Principles

What is the Preferred Development

for our Club?

1. Highest and Best Use The highest and best use of the CTC site. Based on independent marketing advice.

Appropriate uses within the City of Sydney planning framework.

2. Independent CTC Site

Not reliant on neighbouring properties.

Retain 202-204 Pitt Street as a neighbouring building which facilitates

continuous trading on all floors with dedicated street entrance during the build.

3. Mixed Use – Club, Hotel, Private Apartments and Commercial

Provision of Club use, new serviced apartments (hotel accommodation),

private apartments and commercial above with separate dedicated street access

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What is the Preferred Development

for our Club?

4. 194 Pitt Street

Amalgamation of 194 Pitt Street into total development adding to the overall

development potential

Without 194 Pitt Street this development would not be possible

5. No Parking and New Loading Dock

Addresses the key site constraints of car parking, loading and services.

6. Lease

Long term lease for private apartments or possible sale if highest and best use

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What is the Preferred Development

for our Club?

7. Heritage

The Pre-DA proposes an envelope which addresses key planning constraints

including solar height plane, FSR and heritage. It protects the significant

façade and key interiors of the site and proposes a tower set back behind

them as part of the varied City skyline.

8. New Business model

Allows for a new business model

9. Unleashes the Airspace

Position CTC as a going concern along with a physical presence as a CBD

destination of choice with iconic Club branding on top of the tower. Maximise

the international appeal of the site with panoramic views of the city, gardens,

harbour and greater metropolitan area

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City Tattersalls Club

Indicative Development Option

The proposed envelope is a site specific control

The Indicative Development Option;

- Is not a proposal, it tests the proposed envelope

48 Floors of high rise development

7 Floors of Upgraded Dedicated Club Facilities (Floors G - 6)

2 shared sub-basement floors

7 Floors of Serviced Apartments (Hotel Accommodation)

(Floors 7 – 13)

32 Floors of High Quality Designer Apartments (Floors 14 – 46)

2 Uppermost Floors of Commercial Usage (Restaurant/Bar)

(Floors 47 & 48)

Media Coverage

Due to the extensive media interest in the development opportunity

at City Tattersalls Club, a media plan was prepared to manage the

distribution of information to the market place.

City Tattersalls Club held an exclusive media briefing session and our

media consultant distributed a press release to the marketplace on

Wednesday 28 August 2013.

Commencement of Expression of Interest

1. Information Memorandum was issued to the marketplace

2. 6 week marketing campaign was launched from 2 September 2013

to 9 October 2013 with display advertisements in the Australian Financial

Review, Sydney Morning Herald, direct email marketing and

website listings

3. Data Room Set-up

4. Provision of responses to Data Room enquiries

5. Management of expression of interest process

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Level of Market Interest From Marketing Program

1. Internet hits – 812

2. Information Memorandum sent – 67

3. Confidentiality Agreements sent – 21

4. Groups in Data Room – 17

Colliers advise this was one of the best campaign results seen – “A Fantastic Result”

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Receipt and Appraisal of Expressions of Interest 10 October 2013 – 9 December 2013

1. Initial submissions reviewed

2. Short list of three companies advised

3. Shortlisted companies enter into competitive tension period to refine offers

4. All companies required to resubmit refined proposals by 4 December 2013

5. Committee to select the preferred company and enter into exclusive

arrangement period for next stage

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Working with Shortlisted Companies

OVER 20 WORKSHOPS WITH 3 INDIVIDUAL COMPANIES AND THEIR DESIGN

TEAMS WERE HELD WITH CITY TATTERSALLS CLUB TO IDENTIFY AND CLARIFY

THE FOLLOWING PARAMETERS:

• Site constraints - Heritage, planning, structural, construction access

• Full understanding and integration of Club, hotel and private apartment

requirements

• Temporary Club operation during the construction phase

• Documents required for further independent evaluation, as part of the revised

submissions

• Club requirements in all areas

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City Tattersalls Club

Indicative

Development

Proposal

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What is Included in the Development Proposal

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• Seven floors of new Club space with a range of amenities including

restaurants, bars, fitness centers, day spa, function facilities and gaming

• Hotel - 100 rooms with a 4 Star rating

• Sky Terrace - 100 seat restaurant and bar area

• Two shared basement floors

• Signage naming rights on the top of the tower

What does this mean for members long term?

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1. Complete upgraded and new facilities and amenities

2. Ownership of a 100 room hotel with business opportunities (4 Star)

3. Decrease the reliance on gaming

4. Complete new offering for local, interstate and international members –

a total change to the Club’s business model

5. Private apartments supporting City Tattersalls Club offerings and giving a

greater presence in the Sydney CBD

6. Substantial increase of overall value of Club assets

7. The long term survival and prosperity of our Club

Interim Club during the construction period

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1. Interim Club will provide members with restaurant, bars, fitness

facilities, functions, dancing classes and gaming amenities in

202 204 Pitt Street

2. Special arrangements for swimming, snooker and dancing

3. Neighbouring construction work happening next door during the

build period

Members Communication since Briefing

Meeting 2 on Tuesday 27 August 2013

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SEPT Airspace Information added to Club website includes; Presentation from Members Briefing Meeting 2

Club Information Memorandum

SEPT/OCT Weekly updates showcasing market response during EOI period

Dedicated Airspace Digital signage placed around Club

OCT All media coverage listed on Club website

NOV Notice of Members Briefing Meeting 3 added to ;

Club Magazine, notice boards, digital signage and website

DEC Email invitation to Members Briefing Meeting 3 sent to Members , Followed by reminder email and SMS notifications

Members Briefing Meeting 3 presentation added to website

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Key Action December 2013 – July 2014

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Action Plan

1 Members dedicated development information display area

2 Refine the indicative development proposal for the future club Work in progress

3 Refine the interim Club plans Work in progress

4 Business Modelling Work in progress

5 Development management agreement terms and conditions

Work in progress

6 Members Briefing Meetings 5, 6, 7 & 8, plus Q&A sessions prior to the vote Work in progress

7 Distribute ballot information for Member Vote

Work in progress

8 Special General Meeting for Member Vote

Work in progress

Development Management Agreement

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The Development Management Agreement is the contract between

City Tattersalls Club and Mirvac. The purpose of the agreement is to

spell out what Mirvac agrees to deliver in the development, and in

particular to address the following issues:

1. Development specification

2. Achievement of cash flow

3. Land titles and securities

4. Timings and payments

5. Continuing operations

6. Certification of works and transition to operation

7. Works co-ordination

Business Modelling

The Club is well under way in relation to business modelling

on all aspects . We will begin presenting to members in detail

from the April 2014 Briefing Meeting allowing for questions and

answers.

It is proposed that there will be 4 more Members’ Briefing

Meetings after this evening’s meeting where a large

component of these meetings will be dedicated to the financial modelling so that members will be fully briefed prior

to the member vote.

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Maximising Hotel Options for City Tattersalls Club

The Committee may need to consider the following options for the

hotel;

• Owner Operator

• Leasing the hotel

• Granting management rights to an operator

• Possibility of equity share to a third party to allow for a joint venture

The Club must consider these options to ensure;

• The best operations aligned to City Tattersalls Club

• Maximum financial opportunities

• Reduction in the risk to the Club

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Maximising Hotel Options for City Tattersalls Club

To achieve this the Committee may consider taking these options one

or moreto the market in a properly conducted public Expressions of

Interest (EOI) in a corporate governance environment to ensure City

Tattersalls Club receives the best outcome.

This process may commence prior to the next Members Briefing

Meeting.

Members will continue to receive updates at the future Briefing Meetings as these options will be included in the business modelling section.

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Interim Club during construction period

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• City Tattersalls Club will continue trading in the 202-204 Pitt Street

building for the duration of the construction

• A new entrance will be completed direct from Pitt Street

• City Tattersalls Club will continue trading as a neighbour to the proposed development

• The interim club offerings includes bars, restaurants, Club lounge and entertainment,

gaming, dance classes, a fitness centre and multi-purpose spaces for member activities.

• Special arrangements will be made for swimming, snooker and dancing

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Over 40 years, Mirvac

has evolved into a leading

real estate group with

approximately $9.2 Billion

of activities over our 2 core

divisions, investment

and development.

The Investment Division

• Portfolio of 69 investment grade properties valued at approximately $7.2 billion

• Diversified across office towers, retail centres and industrial properties.

The Development Division

• Enviable reputation as Australia’s pre-eminent residential developer

• Delivering state of the art, innovative and quality residential products across Australia

• $453m new exchanged pre-sales contracts to be settled in FY15 and FY16.

• Achieved over $1.5 billion in residential pre-sales in last 6 months

Mirvac – Story so far

Our reputation is built on:

• Strength of balance sheet

• ASX listing

• Australia’s most awarded developer

• Extensive joint venture experience

• Best team, track record and experience

• Certainty of delivery

• Integrated delivery model

Mirvac – Renowned for excellence

Receiving over 500 industry awards since 1972

Mirvac – Australia’s most rewarded developer

Design

• Australia’s leading design firm - Crone Partners

• Club brief – we have listened, responded & exceeded

• Future proofed the Club for generations to come

• Created an iconic concept to reposition the Club

Construction

• Experts in fast tracking CBD projects

• Integrated model = speed and efficiency

• Minimal impact to Club operations during construction

• Detailed analysis of:

- Heritage & Rail

- Enabling interim Club operations

- Construction methodology

Planning • Strong working relationship with City of Sydney

• Successful history of delivering iconic buildings in the City of Sydney

• Currently working on a number of development applications

Mirvac’s Strength

8 CHIFLEY SQUARE

200 GEORGE STREET

GREEN SQUARE

HAROLD PARK

Mirvac – Current project experience

Improved community benefit

Repositioning the club for a unique offering in the city complete with:

• new leisure and dining facilities

• Sky garden terrace publically accessible

• 100 room hotel

Rejuvenation of Pitt Street

• active street frontage

Heritage restoration and incorporation

City of Sydney benefits

Timelines Development Progress Update and Program

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Timelines Member Communication March – June 2014

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Members Information Display Area Information Display Area will be located at the entrance to Lower Bar and will be available from Friday 14 March 2014

*This timeline was correct as at Members Briefing Meeting 4 on Wednesday 12 March

The Club will endeavour to meet the

proposed timelines, however these

dates may extend to ensure members

receive all pertinent information

regarding the proposed development.

Member Vote Process

Proposed Date Procedure for putting a resolution to

voting members by way of postal ballot

Friday 13 June 2014

Postal Ballot*

At least one month before the meeting the

Secretary must send to each Voting Member:

Notice of Meeting

Explanatory Memorandum

Ballot Paper

Voter Declaration

Any other materials the Committee considers

appropriate – eg. reply-paid envelope

Tuesday 15 July 2014

Special General Meeting*

Special General Meeting of Members to consider

resolution to proceed with the proposed airspace

development

Corporate Governance

KPMG will continue to oversee and supervise every

corporate governance aspect of the project

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