jupiters shareholders, page-3

JUPITERS ORDINARY SHARES

Jupiters has agreed to propose to its ordinary shareholders a scheme
of arrangement (the "Ordinary Scheme") whereby TABCORP will acquire
all of Jupiters' 201.8 million ordinary shares. The consideration to
be received by Jupiters' ordinary shareholders reflects the terms of
the Ordinary Scheme announced by Jupiters and TABCORP on 5 March
2003.

Jupiters' ordinary shareholders will have the flexibility to choose
to receive the consideration which best meets their individual
objectives, subject to any necessary scale back:

* under the Cash and Shares Alternative, they will receive 24 TABCORP
shares and $285 cash for every 100 Jupiters ordinary shares they own;

* under the Maximum Cash Alternative, they will be able to elect to
receive $285 cash and up to an additional $240 cash in lieu of
TABCORP shares (to the extent cash is available from a pool of
approximately $574 million) for every 100 Jupiters ordinary shares
they own; and

* under the Maximum Share Alternative, they will be able to elect to
receive 24 TABCORP shares and up to an additional 28.5 TABCORP shares
in lieu of cash (to the extent TABCORP shares are available from a
pool of approximately 48.4 million shares) for every 100 Jupiters
ordinary shares they own.

In addition, Jupiters' ordinary shareholders will receive:

* a fully franked special dividend of $0.75 cash per ordinary share;
and
* a proportion of the net proceeds from the sale of Centrebet (see
further details below).

The special dividend is subject to receiving satisfactory tax rulings
from the ATO. If satisfactory tax rulings are not received, Jupiters'
ordinary shareholders will instead receive from TABCORP an additional
$0.75 per ordinary share.

The Ordinary Scheme must be approved by Jupiters' ordinary
shareholders and the Court. The Ordinary Scheme is not conditional on
either the RPS Scheme or the Option Scheme