SHAREHOLDERS

GPG Acquisitions No. 5 LimitedCash offer to acquireNewbury Racecourse plcTHIS DOCUMENT ISIMPORTANT AND REQUIRESYOUR IMMEDIATEATTENTION.If you are in any doubt aboutthe contents of this documentor the action you should take,you are recommended toimmediately seek your ownpersonal independent financialadvice from your stockbroker,bank manager, solicitor,accountant or otherindependent financial adviserduly authorised under theFinancial Services and MarketsAct 2000 if you are a residentin the United Kingdom or, ifnot, from another appropriateindependent financial adviser.If you have sold or otherwisetransferred all your NewburyRacecourse Shares, please sendthis document as soon as possibleto the purchaser or transferee, orto the stockbroker, bank or otheragent through whom the sale ortransfer was effected for onwardtransmission to the purchaser ortransferee (outside the UnitedStates, Canada and Australia).GPGFURTHER IMPORTANT INFORMATION FOR SHAREHOLDERS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONUnless otherwise stated, words and expressions defined in GPG’s offer document dated 7 December 2007(the ‘‘Offer Document’’) shall have the same meanings where used in this document.Strand Partners, which is authorised and regulated in the United Kingdom by the Financial ServicesAuthority, is acting exclusively for GPG Acquisitions and no one else in connection with the Offer andwill not be responsible to anyone other than GPG Acquisitions for providing the protections afforded toclients of Strand Partners, or for providing advice in relation to the Offer or any matter referred to herein.The directors of GPG Acquisitions, whose names are set out in paragraph 2(a)(i) of Appendix III to theOffer Document, and the directors of GPG plc whose names are set out in paragraph 2(b)(ii) of AppendixIII to the Offer Document, accept responsibility for all of the information contained in this document, savethat the only responsibility accepted by them in respect of information in this document relating toNewbury Racecourse, which has been complied from public sources, is to ensure that such informationhas been correctly and fairly reproduced and presented. Subject to the above, to the best of theknowledge and belief of the directors of GPG Acquisitions and GPG plc (each of whom has taken allreasonable care to ensure that such is the case), the information contained in this document for whichthey accept responsibility is in accordance with the facts and does not omit anything likely to affect theimport of such information.Strand Partners, of 26 Mount Row, London W1K 3SQ, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, has approved the contents of this document for thepurposes of section 21 of the Financial Services and Markets Act 2000. Strand Partners has given and notwithdrawn its written consent to the issue of this document with the inclusion of the references to itsname in the form and context in which they appear. Such consent will be available for inspection at theoffices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE during normal business hours on anyweekdays (Saturdays, Sundays and public holidays excepted) whilst the Offer remains open foracceptance.

NEWBURY RACECOURSE’S DEVELOPMENT PROJECT ISBEING PURSUED WITH SCANT REGARD FORSHAREHOLDER VALUE AND WILL PRODUCE ATHOROUGHLY INADEQUATE RETURN:1. The Newbury Board is poised to enter into development proposals that are ill-consideredand which show a cavalier disregard for Shareholders2. Notwithstanding its paucity of relevant management experience, the Newbury Board,rather than a straightforward sale of its surplus land, intends to lock the Company into adevelopment partnership lasting for some 10 years3. Based on conservative assumptions, GPG estimates the gross minimum cash receipts fromthe proposed project have a present value of some £30 million, equivalent to £0.60 millionper acre given the proposed sale involves approximately 50 acres4. By way of comparison, this is substantially less than the price of £1.02 million per acreachieved by the Company from the sale of surplus land in 2002, even before any accountis taken of the general increase since then of more than 50 per cent. in residential landprices in the South West of England5. Moreover, these underwhelming receipts will be further diminished by necessaryexpenditure, tax and payments to third parties6. The net result is the Newbury Board has been unable to confirm to GPG that the projectwill produce a minimum return, in today’s monetary terms, of £7 per Share, or £21.31million in aggregate - equivalent to a mere £0.43 million per acreTHE NEWBURY BOARD’S PROPOSALS SIMPLY DO NOT ADD UP FORSHAREHOLDERS.HOW CAN THE NEWBURY BOARD CONTEMPLATE A DEVELOPMENT PLANWHICH SO DEMONSTRABLY FAILS TO CAPTURE THE REAL VALUE OF ITSSURPLUS LAND ASSETS?GPG’s PREMIUM OFFER IS GENEROUS:7. Given the Newbury Board has been unable to confirm a minimum net return of £7 perShare from its proposed development project, our Offer of £11 per Share implicitly valuesthe residual racecourse operations at more than £4 per Share8. The Newbury Board has failed to provide any assurance that 2007 will NOT be the fifthsuccessive year of operating losses for the racecourse9. In light of this a value for the racecourse operations of £4 per Share, or £12.18 million inaggregate, after allowance for their debts and other liabilities of £13.33 million, is highlygenerousSTOP THE NEWBURY BOARD FROM SHORT-CHANGING ITSSHAREHOLDERS – SUPPORT THE OFFER AND GPG WILL SEEK TOMAXIMISE THE VALUE OF THE RACECOURSE AND SURPLUS LAND FORTHE BENEFIT OF ALL SHAREHOLDERSGPG STRONGLY RECOMMENDS SHAREHOLDERS ACCEPT ITS PREMIUMOFFER FOR ALL OR AT LEAST PART OF THEIR HOLDING2

CONTENTSLetter from the Chairman of GPG Acquisitions No. 5 Limited 4Appendix 1: Additional information 8Appendix 2: Bases and sources 93

LETTER FROM THE CHAIRMAN OF GPG ACQUISITIONS NO. 5 LIMITED(A private limited company incorporated and registered in England & Wales,with registered number 6422876)Directors:Blake Andrew Nixon (Chairman)Max Tamati LesserJames Richard RussellGPGRegistered and Head Office:1 st Floor, Times Place45 Pall MallLondon SW1Y 5GP11 January 2008To Newbury Racecourse Shareholders and, for information only, to participants in the NewburyRacecourse Share Option SchemesDear ShareholderCash offer by Strand Partners Limited on behalf of GPG Acquisitions No. 5 Limited for the entireissued and to be issued ordinary share capital of Newbury Racecourse PLCIntroductionGPG’s formal Offer Document was posted to Shareholders on 7 December 2007. Following anextension announced on 31 December 2007, the Offer remains open to acceptances until 14 January2008. This letter expands on the reasons for our making of the Offer and why you should accept forall or at least part of your holding.Background to the OfferGPG’s 13 year involvement in Newbury Racecourse has been predicated on the two key elements ofthe Company’s business, namely the operation of its prestigious racecourse and its large holding ofproperty surplus to racecourse requirements.In July 2006, the Newbury Board announced a strategy to spend £45 million transforming theCompany into a leisure, hospitality, entertainment and events business, financed by the sale of itssurplus land to the north of the racecourse. GPG was initially, in principle, receptive to thedivestment of surplus property and, also, the concept of further investment in the racecourse toimprove returns.However, subsequent to this, as the Newbury Board’s development proposal has evolved, GPG hascome to have a number of fundamental concerns regarding it: the critical one being whether – ascurrently contemplated – it would prove beneficial to shareholder value. In consequence, GPGindicated to the Newbury Board that it could not support the project unless it could meet thecriterion of generating cash inflows to the Company, net of tax and necessary expenditure (inparticular in respect of essential racing infrastructure), equivalent, in today’s monetary terms, to atleast £7 per Share (approximately £21.31 million in aggregate). The Newbury Board has been unableto confirm that such a minimum net inflow would be achieved.Furthermore, the Newbury Board’s ill-considered plans, amongst other things, are likely to involveNewbury Racecourse, notwithstanding its paucity of relevant management experience, being lockedinto a development partnership for some 10 years.It is the unsatisfactory nature of the final development proposal that has obliged GPG to make theOffer.4

Unsatisfactory Project ReturnsRather than a straightforward divestment of the Company’s surplus land, the Newbury Board intendsto enter into a development partnership with a property developer. Under the terms of the proposedcontract Newbury Racecourse would be entitled to minimum gross cash receipts of £44.5 million overthe life of the project. The timing of these payments is uncertain and is likely to depend upon futurehome sales by the partnership. Based on conservative assumptions GPG estimates these payments have aminimum value, in today’s monetary terms, of £29.86 million (or £0.60 million per acre, given theproposed sale of some 50 acres).By way of comparison, a transaction highly relevant to that being proposed by the Newbury Boardwas the 2002 sale of a smaller plot of land. In that instance Newbury Racecourse sold 8.56 acres ofsurplus land, to the south of the racecourse, for £8.7 million, equivalent to £1.02 million per acre.The buyer was responsible for obtaining planning permission and settlement was made within sevenmonths of receiving planning permission.Newbury Racecourse Surplus Land SalesAugust 2002 – South of RacecourseSale proceeds£8.70mLand area (acres) 8.56Average price£1.02m per acreProposed 2008 – North of RacecourseEstimated present value of sale proceeds£29.86mLand area (acres) 49.42Average price£0.60m per acreAlthough GPG freely acknowledges the two land deals are not entirely comparable, it is striking that theprice of £1.02 million per acre achieved back in 2002 is 70 per cent. greater than the estimated minimumpresent value of £0.60 million per acre that would be achieved from the Newbury Board’s proposed saleof surplus land. This disparity is even starker if allowance is made for the 56.41 per cent. increasesince 2002 in average residential land prices in the South West of England.While GPG does not have access to information sufficient to undertake an asset valuation of theCompany’s land which would meet the formal requirements of the City Code, it is apparent that theestimated proceeds, in today’s monetary terms, of the Newbury Board’s proposed propertypartnership will be a mere fraction of the price achieved for the land disposed of in 2002.Equally as crucial as the underwhelming gross receipts, the cash received by Newbury Racecourse willbe further diminished by necessary expenditure (in particular in respect of essential racinginfrastructure), payment of taxation, and payment to Network Rail, which granted the Company theright to build a bridge over its tracks, of an undisclosed proportion of Newbury Racecourse’s saleproceeds.The net result is that the Newbury Board has been unable to confirm that the project would meet GPG’sminimum criterion of net cash inflows of £21.31 million, equivalent to a mere £0.43 million per acre.5

GPG’s Premium OfferIn a glaring omission, the Newbury Board in its document to Shareholders of 18 December 2007completely neglected to address the most fundamental issue for Shareholders - the ongoing valuationof the Company. Furthermore, it also failed to provide any indication of when the Newbury Boardexpects the racecourse to return to profitability.The Offer Price of £11 per share, or £33.49 million in aggregate, represents a generous price forNewbury Racecourse. Given the Newbury Board’s inability to confirm a minimum return of £7 perShare, or £21.31 million, from the proposed sale of surplus land, GPG’s Offer implicitly values theresidual racing operations, net of debt and other liabilities of £13.33 million, at in excess of £4 perShare, or £12.18 million. This is broadly equivalent to the Company’s entire consolidatedshareholders’ funds, as at 30 June 2007, of £12.14 million. This is a very full price in light of the factthat the racecourse has not generated an operating profit (before exceptional items) for four years.GPG Offer for Newbury Racecourse£ per Share £mOffer price 11.00 33.49Target value of surplus land* 7.00 21.31Implied minimum value of racecourse operations^ 4.00 12.18Total 11.00 33.49* See prior discussion of criterion put to the Newbury Board by GPG^ Net of debt and other liabilities of £13.33m as at 30 June 2007The Offer is being made at a demonstrably premium price and exceeds the highest Closing Price ofNewbury Racecourse Shares since dealings commenced on the PLUS market in 1995. As at28 December 2007, 7.66 per cent. of Newbury Racecourse Shareholders had accepted the Offer inrespect of part or all of their respective holdings, representing 4.07 per cent. of the Company’s issuedshare capital.GPG continues to believe that its Offer, which provides the certainty of cash at a premium to the valueof both the Company’s proposed surplus land disposal and its racing operations, merits serious andimmediate consideration by Shareholders. The Offer also provides Shareholders with a furtheralternative: to accept the Offer for part of their shareholding - thereby assisting GPG to gain controlof the business with a view to maximising the value of the racecourse and surplus land for the benefitof all remaining Shareholders.6

Lowering of acceptance conditionGPG has today lowered the level of acceptances required pursuant to the Offer from 75 per cent. toover 50 per cent. (when taken together with Shares acquired or agreed to be acquired by GPG andits concert parties).All other terms and conditions remain unchanged.Action to be taken to accept the OfferThe procedure for acceptance of the Offer is set out on pages 12 to 15 of the Offer Document sentto Shareholders on 7 December 2007 and in the accompanying Form of Acceptance.Yours sincerelyBlake NixonChairmanGPG Acquisitions No. 5 Limited7

APPENDIX 1Additional information1. This document should be read in conjunction with the Offer Document.2. GeneralSave as disclosed in this document, as at 10 January 2008 (being the last practicable date prior topublication of this document), the directors of GPG Acquisitions were not aware of any materialchanges in the information published by GPG Acquisitions since the date of publication of the OfferDocument.3. Documents available for inspectionCopies of the following documents will be available for inspection at the offices of DLA Piper UKLLP at 3 Noble Street, London EC2V 7EE during usual business hours on any weekday (Saturdays,Sundays and public holidays excepted) whilst the Offer remains open for acceptance:(i) the documents set out in paragraph 10 of Appendix III of the Offer Document;(ii) Strand Partners’ letter of consent; and(iii) this document.8

APPENDIX 2Bases and sourcesA. The estimated present value of the minimum gross cash receipts from the proposed developmentproject assumes cash receipts of £44.5 million are received over 10 years in equal amounts at theend of each year (i.e. £4.45 million per annum) and an annual cost of money of 8.00 per cent..B. The July 2007 Property Market Report by Valuation Office Agency, an executive agency of HMRevenues & Customs, discloses Autumn 2002 and July 2007 South West England ResidentialBuilding Land Index values of 929.7 and 1,454.1 respectively.C. The debt and other liabilities of £13.33 million are sourced from the Newbury RacecourseUnaudited Consolidated Balance Sheet at 30 June 2007: Creditors with amounts falling duewithin one year £3.99 million, Creditors with amounts falling due after more than one year£4.68 million, Provisions for liabilities and charges £0.84 million, Pension liability £0.08 million,Accruals and deferred income £3.75 million.9

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