THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own advice from your stockbroker, bank manager, solicitor, accountant, fund manager Rule 24.3(d) or other appropriate independent adviser, who is authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser. If you sell, have sold or otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward delivery to the purchaser or the transferee. If you have purchased Ordinary Shares after the date of this document, you should contact Capita Registrars using the details set out in Section 12 of the Chairman’s Letter, to request a new Form of Proxy. Strata Partners, which is authorised and regulated by the Financial Services Authority in the UK, is acting exclusively for Newbury Racecourse and no one else in connection with the Share Buy- Back and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Share Buy-Back and will not be responsible to anyone other than Newbury Racecourse for providing the protections afforded to its clients or for providing advice in relation to the Share Buy-Back or any transaction or arrangement referred to in this document. NEWBURY RACECOURSE PLC (incorporated and registered under the laws of England and Wales with registered No. 00080774) advised by Strata Partners Proposed Share Buy-Back of 1,428,174 Ordinary Shares owned by GPG (UK) Holdings plc at 450 pence per Ordinary Share Approval of Waiver of Rule 9 of the City Code on Takeovers and Mergers Notice of General Meeting The attention of Shareholders is drawn to the notice convening a General Meeting of the Company which appears at the end of this document. The General Meeting will be held on 15 November 2012 at 10.00 a.m. at The Racecourse, Newbury, Berkshire RG14 7NZ. A Form of Proxy for use at the General Meeting is enclosed and, to be valid, should be completed, signed and returned following the procedures described in the Notes to the Notice of General Meeting set out at the end of this document so as to be received by the Company’s registrars, Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom, as soon as possible but, in any event, so as to arrive no later than 10.00 a.m. on 13 November 2012. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so. TABLE OF CONTENTS Page INDICATIVE STATISTICS 3 SUMMARY FINANCIAL EFFECTS OF SHARE BUY-BACK 4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS 6 PART I LETTER FROM THE CHAIRMAN 7 PART II SAVILLS’ VALUATION REPORT ON THE RACECOURSE (EXCLUDING THE RESIDENTIAL DEVELOPMENT SITES AND THE HOTEL DEVELOPMENT SITE) 23 PART III MONTAGU EVANS’ VALUATION REPORT ON THE RESIDENTIAL DEVELOPMENT SITES AND THE HOTEL DEVELOPMENT SITE 47 PART IV ADDITIONAL DISCLOSURES REQUIRED UNDER THE TAKEOVER CODE 63 DEFINITIONS 83 NOTICE OF GENERAL MEETING 89 NEWBURY RACECOURSE FREEHOLD PROPERTY PLAN (THE RACECOURSE AND THE RESIDENTIAL DEVELOPMENT SITES) 91 2 INDICATIVE STATISTICS Increase in the effective percentage interest in the Company’s issued share capital for each Ordinary Share owned immediately following completion of the Share Buy-Back 42.7% Increase in Net Asset Value per Ordinary Share immediately following completion of the Share Buy-Back(Note 1) 16.3% Number of GPG Shares to be purchased by Company 1,428,174 Price to be paid for each GPG Share 450 pence Aggregate cash consideration to be paid by the Company to GPG (UK) Holdings plc on completion of the Share Buy-Back £6,426,783 Number of Ordinary Shares in issue at the date of this document 4,776,500 Number of Ordinary Shares in issue immediately following completion of the Share Buy-Back 3,348,326 Net Indebtedness as at 30 June 2012 £2,110,000 Net Indebtedness as at 30 June 2012, adjusted for the Compton Beauchamp Estates Loan and related Transaction Costs, as if the Share Buy-Back had been completed £9,058,000 Net Asset Value for each Ordinary Share immediately before the Share Buy-Back(Note 1) 789 pence Net Asset Value for each Ordinary Share immediately following completion of the Share Buy-Back(Note 1) 918 pence Aggregate percentage interest of Erik Penser and Compton Beauchamp Estates in the Company’s issued share capital at the date of this document 28.7% Aggregate percentage interest of Erik Penser and Compton Beauchamp Estates in the Company’s issued share capital immediately following completion of the Share Buy-Back 40.9% Unanimous recommendation from all Independent Directors to vote in favour of the Resolutions to effect the Share Buy-Back(Note 2) Notes: (1) The calculation of the Net Asset Value of the Company and the Net Asset Value for each Ordinary Share before the Share Buy-Back and, on a pro forma basis, as if the Share Buy-Back had been completed and the GPG Shares had been cancelled, is set out in more detail in Section 7(vi) of Part I of this document. (2) Please see Section 13 of Part I of this document for the full details of the recommendation. 3 SUMMARY FINANCIAL EFFECTS OF SHARE BUY-BACK Pro Forma Net Asset Value as if the Net Asset Value Share Buy-Back before Share had been Buy-Back completed £ £ Independent valuation of the Racecourse on a continuing use basis(Notes 1 and 2) £14.50m £14.50m Independent valuation of the Residential Sites to be developed by DWH(Note 3) £24.10m £24.10m Independent valuation of the Hotel Development Site(Note 4) £1.20m £1.20m –––––––– –––––––– Total Asset Value £39.80m £39.80m Net Indebtedness at 30 June 2012(Note 5) (£2.11m) (£2.11m) Compton Beauchamp Estates Loan and Transaction Costs(Note 6) n/a (£6.95m) –––––––– –––––––– Total Net Asset Value –––––––– £37.69m –––––––– £30.74m Total Issued Ordinary Shares(Note 7) 4.78 million 3.35 million Total Net Asset Value for each issued Ordinary Share £7.89 £9.18 Increase in Net Asset Value for each issued Ordinary Share 16.3% as if the Share Buy-Back had been completed and the GPG Shares had been cancelled Notes: For the detailed “Notes” please see Section 7(vi) of Part I of this document. 4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Each of the times and dates in the table below is indicative only and may be subject to change. Publication of the Circular 29 October 2012 Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 13 November 2012 General Meeting 10.00 a.m. on 15 November 2012 Results of the General Meeting announced by way of a Regulated Information Service 15 November 2012 Completion of the Share Buy-Back 15 November 2012 Notes: (1) The times and dates set out in the expected timetable of principal events above and mentioned throughout this document may be adjusted by Newbury Racecourse (in consultation with Strata Partners), in which event details of the new times and dates will be notified via a Regulated Information Service and, if appropriate, will be notified to Shareholders. Notwithstanding the foregoing, Shareholders may not receive any further written communication. (2) The References to times in this document are to London times unless otherwise stated. 5 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS Directors Dominic Burke Non-Executive Chairman Rule 24.3(a) John Dodds Non-Executive Director and (c)(i) The Honourable Harry Herbert Non-Executive Director Stephen Higgins Joint Managing Director Sarah Hordern Joint Managing Director Lady Lloyd-Webber Non-Executive Director Erik Penser Non-Executive Director Brian Stewart-Brown Non-Executive Director Christopher Spence Non-Executive Director Laurie Todd Non-Executive Director The business address of each of the Directors is the Company’s registered address at The Racecourse, Newbury, Berkshire RG14 7NZ. Company Secretary Sarah Hordern Registered office The Racecourse Newbury Berkshire RG14 7NZ Financial Adviser to Newbury Strata Partners Racecourse Kingsbury House 15-17 King Street London SW1Y 6QU Legal Advisers to Newbury Burges Salmon LLP Racecourse One Glass Wharf Bristol BS2 OZX Auditors Deloitte LLP Abbot’s House Abbey Street Reading Berkshire RG1 3BD Registrars Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU 6 PART I LETTER FROM THE CHAIRMAN Newbury Racecourse PLC The Racecourse Newbury Berkshire RG14 7NZ 29 October 2012 Rule 24.3(d)(ii) Dear Shareholder, Proposed Share Buy-Back by the Company of all the Ordinary Shares owned by Guinness Peat Group, Approval for Waiver of Obligations under Rule 9 of the Takeover Code and Notice of General Meeting 1. INTRODUCTION Guinness Peat Group plc (“GPG”) is our largest shareholder and owns, via its wholly-owned subsidiary GPG (UK) Holdings plc, in aggregate, 29.9 per cent. of the issued share capital of the Company (the “GPG Shares”). Last year GPG stated that it would undertake an orderly disposal, over time, of its investment portfolio which includes its shareholding in Newbury Racecourse. This creates a degree of uncertainty for the future of your Company which the Board would like to resolve.