Magic Millions Yearling Sales 2015 Nominations

MAGIC MILLIONS YEARLING SALE SERIES

NOMINATIONS

CONTENTS Sale Dates & Nomination Fees ���������������1

Message from Vin Cox, Managing Director ���������������������������������2

Gold Coast Yearling Sale Nomination Form ������������������������������� 3-7

Gold Coast Yearling Sale Conditions of Entry ���������������������������������8

Tasmanian Yearling Sale Nomination Form ����������������������������� 9-11

Tasmanian Yearling Sale Conditions of Entry �������������������������������12

Perth Yearling Sale Nomination Form ��������������������������� 13-15

Perth Yearling Sale Conditions of Entry �������������������������������16

Adelaide Yearling Sale Nomination Form ��������������������������� 17-19

Adelaide Yearling Sale Conditions of Entry �������������������������������20

Gold Coast March Yearling Sale Nomination Form ��������������������������� 21-23

Gold Coast March Yearling Sale Conditions of Entry �������������������������������24

Magic Millions Contact Details �������������25

MAGIC MILLIONS YEARLING SALES 2015 NOMINATIONS CLOSE FRIDAY 1 AUGUST 2014

MAGIC MILLIONS GOLD COAST YEARLING SALE Book 1 Wednesday 7 – Saturday 10 January Nomination Fee: $2,530 Book 2 Sunday 11 January Nomination Fee: $1,760 Book 3 Tuesday 13 January Nomination Fee: $880

MAGIC MILLIONS TASMANIAN YEARLING SALE Thursday 12 February Nomination Fee: $660

MAGIC MILLIONS PERTH YEARLING SALE Book 1 Tuesday 17 February Nomination Fee: $1,375 Book 2 Wednesday 18 February Nomination Fee: $1,100

MAGIC MILLIONS ADELAIDE YEARLING SALE Book 1 Monday 9 – Tuesday 10 March Nomination Fee: $1,100 Book 2 Wednesday 11 March Nomination Fee: $880

MAGIC MILLIONS GOLD COAST MARCH YEARLING SALE Monday 16 – Tuesday 17 March Nomination Fee: $1,100

All nomination fees inclusive of GST. Please DO NOT send payment with Nomination Forms. Entry Fees will be invoiced prior to the Sale.

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MESSAGE FROM VIN COX

MANAGING DIRECTOR MAGIC MILLIONS It is with great excitement that we enclose your nomination forms for the 2015 Magic Millions Yearling Sale Series.

The 2015 Series remains unchanged from 2014, where Magic Millions injected almost $7million more, or an increase of 5.8%, into breeders’ pockets from the previous year. This significant jump resulted from the support of breeders throughout Australia. The overall quality of yearlings entered in Magic Millions sales has provided us with the platform to attract buyers that are prepared to give more for your yearlings.

No longer can breeders simply approach this process and enter their yearlings in the traditional sales without detailed thought and analysis. There is much to be considered to ensure you achieve optimum results for every level of yearling in your 2015 draft. Likewise Magic Millions’ approach is to expand and develop the spectrum of buyers at each of our sales, and target the market appropriate to the quality offered by breeders.

As you will see by the enclosed package, Magic Millions is not only about sales, it is about the whole experience - for the seller, the buyer and the sale-goer. We work extremely hard at growing the Magic Millions brand across all sectors of the industry, where the ultimate beneficiary is you, the breeder.

We encourage you to be part of this growth and work alongside us in this exciting expansion of Magic Millions sales.

Following the strong foundations set this year, we believe the 2015 Magic Millions Yearling Sale Series will provide the best opportunity for you to sell your yearlings, aided by what will be the strongest and most diverse buying bench ever assembled across Magic Millions sales.

I urge you to think outside the square, assess your options, and join us to expand on what Magic Millions has achieved in its very short history. Our commitment is to you achieving your best in 2015.

VIN COX, MANAGING DIRECTOR

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CLEARANCE RATE

87%

BOOK 2 SALE GROSS UP

28.2% MEDIAN PRICE UP

BOOK 1 SALE GROSS UP

10.9%

14.3%

MAGIC MILLIONS GOLD COAST YEARLING SALE 7 – 13 JANUARY 2015 “This sale is a real industry confidence booster. The clearance rate is as good as you could hope for and the median is the second highest on record to the peak of the boom in 2007.”

Glenn Burrows, Willow Park Stud 3

MAGIC MILLIONS YEARLING SALES ALWAYS GET PEOPLE TALKING

BUT DON’T JUST TAKE OUR WORD FOR IT...

“The market is very strong, with the average and clearance rate up and I am very happy with our results.”

Harry Mitchell, Yarraman Park

“The sale has been robust, and I doubt you’ll be hearing breeders complain; the clearance rate says it all!”

John Messara, Arrowfield

“There won’t be too many unhappy vendors and there were a lot of very nice horses, trainers horses. The quality was good therefore and they made good prices. There were lots of very very nice horses.”

Mark Richards, HKJC

“The market has been incredibly robust. The clearance rate is remarkable and domestic participants, trainers and agents have underpinned what is a hugely successful sale.”

Shane McGrath, Coolmore Australia

“The sale has been terrific so far and we are thrilled with how our horses have been received. There is strong competition and I would think both vendors and buyers could feel satisfied. The middle market is as strong as I can remember it and there is a real buzz around the sales grounds. It is a great way to kick off the new year.”

Steve Morley, Glenlogan Park

“The sale is terrific. Any sale that’s clearing nearly 90% is good. Any market where you can sell an A$1 million horse and an A$60,000 horse and anywhere in between, is a good market.”

John Kelly, Newhaven Park

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GENERATIONS PAST COULD GET BY ON THEIR INSTINCTS

TODAY YOU NEED AN EDGE Take a closer look. Our results tell a story and that story affects your bottom line. Magic Millions, the first sale of 2015, all the orders are there to be filled and buyers are enthusiastic. It feels easier to sell at Magic Millions, because it is.

CLEARANCE $300,000+ CLEARANCE

$100,000+

96.4% CLEARANCE $200,000+

98.3%

O V E R A L L CLEARANCE

87%

JANUARY 2014 IN REVIEW…

MORE GROWTH – MAXIMUM RETURNS PRICE BRACKET1

CLEARANCE RATE2

% INCREASE IN LOTS SOLD3

$300,000+

100%

Up 18%

$200,000+

98.3%

Up 20%

$100,000+

96.4%

Up 40%

87%

Up 5%

Overall

1: Horses sold for this amount or more. 2: Clearance rate for horses sold in this price bracket. 3: Percentage increase in the number of lots sold in this price bracket

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Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:35 PM Page 8

MAGIC MILLIONS 2015 GOLD COAST YEARLING SALE Sire:

Colour:

Dam:

Foaling Date:

Dam Sire:

Brands:

Is this Yearling a foal share:

Yes

Sex: / NS

No

/ 2013 OS

Brand Index Number:

Microchip: Location for Inspection: Email:

Postcode:

State:

Phone:

Contact Name:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Postcode:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: If NIL, please complete declaration below.

What is the percentage of GST ownership?:

Please tick one box:

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

OFFICE USE ONLY A/C CODE: 6

ENTRY ID:

GST STATUS:

/

/

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:35 PM Page 9

MAGIC MILLIONS 2015 GOLD COAST YEARLING SALE Sire:

Colour:

Dam:

Foaling Date:

Dam Sire:

Brands:

Is this Yearling a foal share:

Yes

Sex: / NS

No

/ 2013 OS

Brand Index Number:

Microchip: Location for Inspection: Email:

Postcode:

State:

Phone:

Contact Name:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Postcode:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: If NIL, please complete declaration below.

What is the percentage of GST ownership?:

Please tick one box:

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

/

/

OFFICE USE ONLY A/C CODE:

ENTRY ID:

GST STATUS: 7

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:35 PM Page 10

CONDITIONS OF NOMINATION - MAGIC MILLIONS 2015 GOLD COAST YEARLING SALE

Auctioneer’s Licence No.: 2005419 1.

“The Sale” refers to any one or more of the following Sales for which a Lot is nominated, accepted and subject to the Vendor’s rights of withdrawal, offered for sale by way of auction conducted by principal Selling Agent, Magic Millions Sales Pty Limited (A.B.N 54 078 396 317) (“the Selling Agent); 1.1 the Magic Millions 2015 Gold Coast Yearling Sale will be held at the Gold Coast Sales Complex, Bundall, Queensland from the 7th to 13th day of January, 2015.

2.

The Selling Agent is licensed under the Property Agents and Motor Dealers Act 2000 (“PAMD”) to conduct auctions of livestock; 3.

The Vendor wishes to have a Lot in the Sale. (A reference to ‘Lot’ includes ‘Lots’).

APPOINTMENT OF PROMOTER 4.

The Vendor agrees that all advertising, marketing and promotion in respect of the Sale (including his Lots in it) will be carried out by Magic Millions Promotions Pty Limited (ABN 41 088 197 200) ("the Promoter"), a company engaged in the business of promoting and marketing throughout the world, thoroughbred sales, races and related events, as well as performances, exhibitions, social events, conferences and events in the general entertainment industry and the Vendor hereby confirms the Promoter's appointment and role in that behalf by the Selling Agent.

VENDOR’S APPOINTMENT OF THE SELLING AGENT 5.

The Vendor (subject to his compliance with these conditions) hereby appoints and authorises the Selling Agent to: 5.1 act as the sole and exclusive agent of the Vendor to sell the Vendor’s Lot at the Sale, or where the Lot is not sold at the Sale, privately and outside of the auction at a price nominated by the Vendor at any time from the close of nominations to a date sixty (60) days after the Sale, and these conditions shall apply insofar as is possible, to such private Sale; 5.2 collect the full or any part of the purchase price including, if applicable, any GST for any Lot on behalf of the Vendor by means of cash, personal cheque, or otherwise by the Selling Agent at the Selling Agent’s discretion; 5.3 deliver any Lot sold on the Vendor’s behalf prior to full payment of the purchase price including, if applicable, any GST on said lot, such delivery being given by the Selling Agent at the Selling Agent’s absolute discretion; 5.4 determine in its absolute discretion whether any Lot is suitable for the Sale, the manner in which and the time and place at which the Sale is to be conducted, and whether the opinion of a Veterinary Surgeon at the Vendor’s cost should be obtained in respect of the condition of any Lot; 5.5 deduct and retain from the gross purchase price payable for any Lot, any commission, Nomination Fees or expenses owing to the Selling Agent, including any GST applicable thereon. These amounts will include but will not be limited to those referred to in Clauses 9, 10 and 11 of these Conditions; 5.6 return the Lot to the Vendor if a sale is not effected or any account of the Vendor is not settled within seven (7) days of the Sale Date, or at any extended date by approval of the Vendor; 5.7 detain a passed-in Lot or a Lot bought back by the Vendor until all sale charges and if applicable GST are paid, the Selling Agent being entitled to exercise a lien in respect of any outstanding fees commissions, GST or charges; 5.8 disclose the name, description and address of the Vendor to a bidder or Purchaser if it considers it appropriate, or in the case of any dispute touching on any sale of a Lot. In every case it is agreed that the remedy of the Purchaser shall be against the Vendor and not under any circumstances against the Selling Agent; 5.9 accept the rescission of any sale, allow any purchaser an extension of time for payment, or agree to any variation of the Conditions of Sale in the Sales Catalogue on behalf of the Vendor should the Selling Agent decide in its absolute discretion that any such action is justified; 5.10 bid up to the reserve price as set by the Vendor without incurring any liability to the Vendor in the event of the Lot not selling.

5.11 the Vendor agrees that the Selling Agent reserves the right to:5.11.1 reject any nomination at any time for such reason as the Selling Agent shall deem appropriate, in its sole discretion, and the Selling Agent shall then return any nomination fee paid only if the rejection is without reasonable cause; 5.11.2 determine the order of sale of all entries; 5.11.3 assign stabling facilities in its sole discretion and the Selling Agent shall have no obligation to assign the same or similar stabling facilities which may have been assigned to the Vendor at previous Sales; 5.11.4 set a minimum bid (upset price) for the horses sold in this Sale, in its sole discretion; 5.11.5 refuse to sell any horse by auction if the Selling Agent has knowledge that the said horse has been sold privately prior to said auction.

6.

The Selling Agent shall pay the proceeds of the Sale including any applicable GST to the person or persons nominated as the person to be paid such proceeds, on the Official Nomination Form, whose receipt shall be a sufficient discharge of the Selling Agent’s obligations in respect of such proceeds.

7.

All nominations for the Sale must be submitted on the Official Nomination Form, a copy of which is attached to these conditions, duly signed by the Vendor or for and on behalf of the Vendor by the Vendor’s Agent. The Official Nomination Form must reach the office of the Selling Agent (PO Box 5246, Gold Coast Mail Centre, Queensland, 9726) by no later than the specified closing date.

8.

Subject to the Vendor executing this Nomination Form prior to the offering for sale of a Lot by the Selling Agent, the Selling Agent is exempted from the requirement of Chapter 12 of the PAMD from maintaining a trust account for the deposit of the proceeds of sale of the Vendor’s Lot and the Vendor acknowledges the existence of such exemption; COMMISSIONS DUE TO THE SELLING AGENT 9.

The Vendor will pay the following amounts to the Selling Agent:9.1 a commission at the rate of 6.6% (inclusive of GST) on any lot sold or bought back by the Vendor; or 9.2 save that in the event a Lot, which is a Yearling, is sold or bought back for an amount in excess of $200,000 the rate of commission for the part of the price in excess of $200,000 is reduced by 3.85% (inclusive of GST) for the Sales referred to in 1.1; or 9.3 in the event that any Lot is not sold or bought back by the Vendor, a commission at the rate of 2.75% (inclusive of GST) on the Reserve Price of any passed-in Lot. FEES AND CHARGES DUE TO THE PROMOTER 10. The Vendor will pay the following fees and charges to the Promoter in respect of its promoting and marketing of the auction sale and the race series:10.1 a promotional fee equivalent to an amount being 4.4% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor, for the Sales referred to in 1.1 and; 10.2 the Nomination Fee (including GST) as specified on the Official Nomination Form and; 10.3 the Nomination Fee (including GST) will be invoiced on Written Acceptance of the Lot into the Sales referred to in 1.1 and; 10.4 the Nomination Fee (including GST) must be paid for in full within fourteen (14) days of invoicing.

The Vendor will not be entitled to any refund in respect of any payment pursuant to these Conditions for the Promoter save as is expressly provided by these Conditions.

THOROUGHBRED BREEDERS AUSTRALIA LIMITED (TBA) LEVY 11. The Vendor hereby irrevocably authorises the Selling Agent to deduct a marketing levy on behalf of the Thoroughbred Breeders Australia Ltd (TBA) in the amount of 0.385% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor. The marketing levy will be forwarded by the Selling Agent to the Thoroughbred Breeders Australia Ltd (TBA) within forty two (42) days of all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot. VENDOR’S OBLIGATIONS AND WARRANTIES 12. Any Lot accepted for the Sale shall be submitted to the representatives of the Selling Agent for inspection and all Lots must meet the requirements of the Australian Stud Book at the Vendor’s cost and expense.

13. The Vendor shall indemnify and hereby indemnifies the Selling Agent against any claim by a Purchaser or any other person arising out of the Vendor’s failure to comply with the Australian Stud Book requirements (including any payment of fees and GST if applicable). The Vendor acknowledges that the Selling Agent is entitled to a reasonable fee for any work done to ensure the Vendor’s compliance with the Australian Stud Book requirements.

14. The Vendor shall supply to the Selling Agent all documents required for the transfer of ownership of any Lot sold within seven (7) days of the conclusion of the Sale. Should the Vendor not deliver such documents to the Selling Agent within the said time limit, the Vendor irrevocably authorises the Selling Agent to order a new / replacement set of documents at the Vendor’s cost and expense.

15. The Vendor shall be responsible for verifying the accuracy of all information published in the Sale Catalogue and warrants to the Selling Agent and any Purchaser the accuracy of such information except where the Vendor notifies the Selling Agent in writing of any inaccuracy in such information prior to the date of the Sale.

16. The Vendor or his duly authorised representative shall be present at the Sale venue at all times during which the Sale is being conducted and shall immediately correct any incorrect statements or representations made by the Selling Agent regarding any Lot for which the Vendor or his agent is responsible, failing which correction the Vendor shall be deemed to authorise the statement and warrant to the Selling Agent and any Purchaser the truth of any statements or representations made by the Selling Agent.

17. The Vendor will produce for the Sale a Lot without any obvious physical defects. Should the Selling Agent be of the opinion that a Lot is not suitable for sale, it has the right at its absolute discretion, to withdraw the Lot from the Sale, remove it from the grounds, and consign it to the address of the Vendor as it appears on the Official Nomination Form, at the Vendor’s risk and expense.

18. The Vendor warrants to the Selling Agent that he is the true owner of the Lot nominated for the Sale or is duly authorised to sell the Lot on the owner's behalf and that it is able to transfer good title to the Lot free from any mortgage, lien, charge, bill of sale (whether registered or not) or security interest as defined in the Personal Property Securities Act 2009 (“the PPSA”), and any other adverse interest except where such interest has been notified in writing to the Selling Agent prior to the Sale and such interest has been acknowledged by the Selling Agent. The Vendor irrevocably authorises the Selling Agent to register its interest in each Lot against such Lot and the Vendor to secure payments owing to the Selling Agent by the Vendor or payments made by the Selling Agent to the Vendor on account of the purchase price where the Purchaser of a Lot has not paid all or part of the purchase price. If the owner of the Lot is a company, the Vendor warrants and represents to the Selling Agent that there are no fixed charges affecting the Lot, that there are no floating charges affecting the Lot or such charges are not in default, and that the Vendor and no officer thereof is aware of any circumstances by which any floating charge in relation to the Vendor may have crystallised. The Vendor warrants and represents that the Lot is being sold in the ordinary course of business.

19. Except as disclosed in writing to the Selling Agent prior to the Sale, the Lot nominated for the Sale shall be free of any symptoms associated with windsucking, wobbling, roaring, impaired vision, botulism, equine morbillivirus (Hendra virus), nipah virus or any other virus.

20. Except as disclosed in writing to the Selling Agent prior to the Sale, the Vendor warrants that all male animals have not had one or both testes removed, save insofar as such circumstance has been disclosed to the Selling Agent prior to the Sale of such animal.

21. In the event that the Selling Agent cancels the Sale the Vendor has no claim against the Selling Agent for damages or costs or expenses other than the repayment of the Nomination Fees paid by the Vendor or save as is expressly provided for by these conditions.

22. Any Lot nominated for the Sale cannot be withdrawn by the Vendor, after the assigning of the horse's lot number for the Sale Catalogue, without the forfeiture of the Nomination Fee, except in the event of injury, death or illness of the Lot. Apart from death of a Lot (in which case the Nomination Fee shall be refunded in full), in all cases of alleged injury or illness if the Vendor at his expense produces a Veterinary Certificate, within thirty (30) days from the completion of the Sale,

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23.

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27.

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30.1 30.2 30.3 30.4 30.5 30.6 31.

32.

33.

34.

35.

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37.1 37.2 38.

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41.1 41.2

41.3 42.

43.

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48.

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53.

confirming the existence of the injury or illness alleged, two thirds of the Nomination Fee shall be refunded. Should the Vendor not produce an acceptable Veterinary Certificate, the Vendor shall pay to the Selling Agent 6.6% (inc. GST) of the median sale price for the Selling Session in which the withdrawn Lot was listed, as liquidated damages, in addition to the Nomination Fee. The Vendor acknowledges that by execution of this Nomination Form that the Selling Agent distributes its Sale Catalogue on a worldwide basis to thousands of potential Purchasers who make arrangements to be present at the Sale because of Lots listed in the Sales Catalogue and acknowledges the credibility of the Sale is diminished if catalogued Lots are withdrawn without good and valid excuse.

Should the Vendor sell privately any Lot accepted for the Sale during the period from the Closing Date for Nominations until sixty (60) days after the Sale (the Agency Period), the Vendor shall promptly pay to the Promoter and Selling Agent an amount equal to the total charges including GST set out in Clauses 9, 10 and 11 of these Conditions.

The Vendor shall comply in all respects with the rules of the Sales Complex displayed within the office block at the Sales Complex.

In respect of any description used in, or in connection with the Sale the parties hereto agree that the expression ‘colt’ includes rig or crypt orchid, namely male animals in which one or both testes have not descended into the scrotum from the abdomen.

Any Lot entered by the Vendor (including its storage by the Selling Agent) shall be at the Vendor’s sole risk and expense notwithstanding any negligence on the part of the Selling Agent and the Vendor indemnifies the Selling Agent against all claims, actions, loss, damages, costs and expenses incurred including stabling and feed.

The Vendor agrees to be bound by the Conditions of Sale as printed in the Sale Catalogue, including any variations made thereto at the absolute discretion of the Selling Agent.

The Vendor shall promptly advise the Selling Agent of any credit arrangements made with a Purchaser of a Lot (which shall be at the Selling Agent’s discretion) and shall sign an acknowledgment of such arrangements as directed by the Selling Agent.

The Vendor acknowledges that the Selling Agent acts merely as agent for the Vendor and gives no warranty that any Purchaser will complete a purchase in accordance with the Conditions of Sale, nor is the Selling Agent under any liability in respect of the Sale should the Purchaser fail to complete their purchase save as is expressly provided in these conditions.

Subject to the Conditions of Sale printed in the Sale Catalogue, if the Selling Agent delivers any Lot to the Purchaser of that Lot prior to the Selling Agent having received payment by cash or otherwise for the Lot, the Selling Agent will use its best endeavours to secure the performance by the Purchaser of its obligation to pay the purchase price and any applicable GST except where: the Selling Agent has formed the opinion that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot; the Vendor enters into any credit arrangement or terms with the Purchaser; the Sale is terminated or unenforceable for any reason; the Vendor agrees to any variation of the normal terms of the contract for the purchase of his Lot (including without limitation terms as to the time for payment) without the prior written consent of the Selling Agent; the Vendor consents to the delivery of the Lot by the Selling Agent; the Vendor has not paid any monies due and owing by the Vendor to the Selling Agent on any account whatever.

The liability of the Selling Agent pursuant to, or incidental to, its appointment in respect of any Lot shall be limited to the purchase price accepted by the Selling Agent as the price payable less any monies owing to the Selling Agent by the Vendor on any account, including any GST applicable thereon.

The Vendor agrees that if the Selling Agent pays to the Vendor any amount in respect of the purchase price and if applicable GST for any Lot prior to the Selling Agent receiving from the Purchaser the full purchase price including any applicable GST of the Lot and/or the honouring of all the bills of exchange tendered in respect thereto, the Vendor shall immediately execute and deliver to the Selling Agent authorities and documents in such form as the Selling Agent in its absolute discretion requires, so as to secure and authorise the Selling Agent to exercise through or on behalf of the Vendor all rights which the Vendor may have in respect of the Lot and/or any bill of exchange or other right held by the Vendor in his own right.

The Selling Agent guarantees to the Vendor that payment will be forwarded to the Vendor within forty two (42) days from the end of the Magic Millions 2015 Gold Coast Yearling Sale, all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot but subject to the Selling Agent’s right to withhold payment of all or part of the proceeds of such sale where the Selling Agent concludes that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot. The Vendor acknowledges that if the Vendor suffers a loss as a result of a failure by the Selling Agent to account to the Vendor for all or any part of the sale proceeds of the Vendor’s Lot, the Vendor does not have a right of compensation from the Claim Fund under the PAMD. The Vendor agrees that the Selling Agent may assign the benefit of all nominations to the Sale to such third person, as the Selling Agent may determine and the Vendor agrees to be bound by the terms of such assignment.

The Vendor agrees to indemnify and hereby indemnifies the Selling Agent against all loss, damage, costs and expenses of whatever nature incurred by the Selling Agent directly or indirectly as the result of the Vendor’s non-compliance with any of the Conditions of Nomination or the Conditions of Sale.

The Vendor agrees that the Nomination Fee remains a debt due and payable by the Vendor to the Selling Agent from the date of nomination (that is to say, at the date when the Lot is nominated) of any Lot notwithstanding the withdrawal of the Lot from the Sale and the Vendor acknowledges and agrees that the only basis upon which he may claim a repayment of the Nomination Fees from the Selling Agent is: if the Selling Agent cancels the Sale in accordance with Clause 21 of these Conditions, or if the Lot is rejected in accordance with Clause 17 of these Conditions, or is not included in the Sale Catalogue.

The Vendor acknowledges that the duties and rights of the Selling Agent under these Conditions, are severable and independent and any monies paid to either of them are payments to which they are entitled in their own right pursuant to these Conditions.

In the event that any provision is unlawful or void, the parties agree that these conditions shall be construed so far as is possible so that the unlawful or void portion is an independent promise and is severable from the other conditions. Where such unlawful or void portion relates to any provision for fees or remuneration including if applicable GST then a term will be implied (so far as the law permits) that reasonable remuneration and expenses including if applicable GST will be payable for any services rendered by or on behalf of the Selling Agent to the Vendor.

The Selling Agent does not assume any responsibility for exporting horses.

The Vendor accepts, confirms and acknowledges the following: the Selling Agent accepts no liability for any GST liability arising as between the Purchaser, the Vendor and the ATO in respect of any Lot sold by way of auction or private treaty; that each Lot offered for sale will be invoiced with GST added to the sale price in the event that the Vendor is registered for GST; In the event that the horse is purchased by a non-resident who is not registered for GST and that purchaser executes the required Magic Millions Export Declaration Form, the vendor acknowledges that subject to the export provisions as approved by the ATO this horse may be sold on a zero-rated basis at which time no GST will be charged on the invoice. for the purpose of the GST Law the Vendor, not the Selling Agent, is the “supplier” and is responsible for determining whether the Purchaser is registered or required to be registered for GST purposes and that the Purchaser satisfies the requirements of the ATO as regards the export of a Lot. The Vendor acknowledges that the Selling Agent acts as agent for the Magic Millions Sales Partnership (ABN 99 519 379 694).

The Vendor acknowledges that the Selling Agent will make available a Repository at the complex for the purpose of the storing and examination of x-rays, physical or digital, and other records required by the Terms and Conditions of the Repository or the relevant Sale Catalogue. The Vendor further acknowledges the Terms and Conditions of the Repository and agrees to be bound by these Terms and Conditions. The relevant Terms and Conditions will be displayed in the Repository and are available from the Selling Agent on request.

The Vendor accepts and acknowledges that prior to executing this Nomination Form, the Selling Agent has advised the Vendor that he should seek independent legal advice before signing this Nomination Form.

By executing this Nomination Form, the Vendor hereby appoints the Selling Agent’s auctioneer to auction the Lot on behalf of the Vendor. The Vendor acknowledges having received a copy of this Nomination Form and in particular acknowledges his appointment of the auctioneer.

In the event that the Selling Agent, for whatever reason, pays to the Vendor, the amount due to the Vendor pursuant to Clauses 5 and 6 of the Conditions of this Nomination Form prior to receiving payment for the Vendor’s Lot from the Purchaser, the Vendor assigns to the Selling Agent all the Vendor’s interest in the Lot to the Selling Agent or the Selling Agent’s nominee.

The Vendor acknowledges the existence of the Australian Thoroughbred Sales Code (“the Code”). The Selling Agent recommends that the Vendor acquaint themselves with the Code.

Notwithstanding any other term or condition contained in these Conditions of Sale, the Vendor hereby irrevocably authorises and directs the Selling Agent to pay the Selling Agent out of the sale proceeds of any Lot, any amount that may be due and owing to the Selling Agent prior to this Sale. For the sake of certainty, the Vendor assigns to the Selling Agent any irrevocable authority rights in favour of the Vendor where a Lot owned by the Vendor has been submitted for sale at this Sale by a party other than the Vendor. The Vendor appoints the Managing Director of the Selling Agent, from time to time, its attorney to do all things necessary and execute all documents to give effect to these Conditions of Sale.

Where the Vendor (in the reasonable opinion of the Selling Agent) is in any way or in any capacity (by virtue of directorship, shareholding, trustee, beneficiary or otherwise) involved with or related to a Purchaser of a Lot offered for sale by the Vendor and the Vendor owes the Selling Agent any monies with respect to that Lot or any other lot, the Selling Agent may, in its absolute discretion, retain all or part of the purchase price paid by the Purchaser and apply the same to the debt owed by the Vendor to the Selling Agent. In such case the Selling Agent may, in its absolute discretion, refuse to pay out the Vendor for the purchase price for the Lot prior to receiving payment in full for the Lot from the Purchaser.

The Vendor and the Purchaser indemnify and will keep indemnified the Selling Agent and the Promoter against any claim arising out of any telephone directions or instructions given by the Vendor and/or the Purchaser or their agents, consultants or employees, to the Selling Agent or the Promoter or their agents, consultants or employees, on or before the sale of any Lot where, for any reason, such telephone instructions are misinterpreted or not acted upon, for whatever reason, by the Selling Agent or the Promoter.

Notwithstanding Condition 26, all persons who attend the Sale do so entirely at their own risk and neither Magic Millions Sales Pty Limited (ABN 54 078 396 317) nor Magic Millions Promotions Pty Limited (ABN 41 088 197 200) nor their subsidiaries, officers or agents for themselves and for those whom they act, assume or accept any responsibility or liability of whatever nature for any injury or damage whatsoever which may occur to any person or property.

The Vendor accepts and acknowledges and agrees that where a dispute arises between the Vendor and the Purchaser in relation to a Lot, this must be resolved between them only. The Lot cannot be returned to the Selling Agent or its stables.

Except as disclosed in writing to the Selling Agent prior to the nomination of the Lot, the Vendor warrants that the Lot has not been subject to any operative procedures prior to the nomination of the Lot, nor, has the Vendor been advised prior to the Sale that the Lot could or should be subject to any operative procedures. If prior to the Sale the warranty provided in the immediately preceding sentence is inaccurate in whole or in part the Vendor will immediately notify the Selling Agent in writing.

CLEARANCE RATE UP

TO P P R I C E U P AV E R A G E PR IC E U P

7.3%

55%

MAGIC MILLIONS TASMANIAN YEARLING SALE 12 FEBRUARY 2015 “Every year I make sure to block out time on my calendar to attend the Magic Millions Tasmanian Yearling Sale; it’s always a sale offering great value for money yearlings” Denise Martin, Star Thoroughbreds 9

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 12

MAGIC MILLIONS 2015 TASMANIAN YEARLING SALE Sire:

Colour:

Dam:

Foaling Date:

Dam Sire:

Brands:

Is this Yearling a foal share: Yes

Sex: / NS

No

/ 2013 OS

Brand Index Number:

Microchip: Location for Inspection: Email:

Postcode:

State:

Phone:

Contact Name:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Postcode:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: If NIL, please complete declaration below.

What is the percentage of GST ownership?:

Please tick one box:

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

OFFICE USE ONLY A/C CODE: 10

ENTRY ID:

GST STATUS:

/

/

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 13

MAGIC MILLIONS 2015 TASMANIAN YEARLING SALE Sire:

Colour:

Dam:

Foaling Date:

Dam Sire:

Brands:

Is this Yearling a foal share: Yes

Sex: / NS

No

/ 2013 OS

Brand Index Number:

Microchip: Location for Inspection: Email:

Postcode:

State:

Phone:

Contact Name:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Postcode:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: If NIL, please complete declaration below.

What is the percentage of GST ownership?:

Please tick one box:

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

/

/

OFFICE USE ONLY A/C CODE:

ENTRY ID:

GST STATUS: 11

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 14

CONDITIONS OF NOMINATION - MAGIC MILLIONS 2015 TASMANIAN YEARLING SALE

Auctioneer’s Licence No.: 2005419 1.

“The Sale” refers to any one or more of the following Sales for which a Lot is nominated, accepted and subject to the Vendor’s rights of withdrawal, offered for sale by way of auction conducted by principal Selling Agent, Magic Millions Sales Pty Limited (A.B.N 54 078 396 317) (“the Selling Agent); 1.1 the Magic Millions 2015 TasmanianYearling Sale will be held at the Inveresk Showgrounds, Launceston, Tasmania on the12th day of February, 2015.

2.

The Selling Agent is licensed under the Property Agents and Motor Dealers Act 2000 (“PAMD”) to conduct auctions of livestock; 3.

The Vendor wishes to have a Lot in the Sale. (A reference to ‘Lot’ includes ‘Lots’).

APPOINTMENT OF PROMOTER 4.

The Vendor agrees that all advertising, marketing and promotion in respect of the Sale (including his Lots in it) will be carried out by Magic Millions Promotions Pty Limited (ABN 41 088 197 200) ("the Promoter"), a company engaged in the business of promoting and marketing throughout the world, thoroughbred sales, races and related events, as well as performances, exhibitions, social events, conferences and events in the general entertainment industry and the Vendor hereby confirms the Promoter's appointment and role in that behalf by the Selling Agent.

VENDOR’S APPOINTMENT OF THE SELLING AGENT 5.

The Vendor (subject to his compliance with these conditions) hereby appoints and authorises the Selling Agent to: 5.1 act as the sole and exclusive agent of the Vendor to sell the Vendor’s Lot at the Sale, or where the Lot is not sold at the Sale, privately and outside of the auction at a price nominated by the Vendor at any time from the close of nominations to a date sixty (60) days after the Sale, and these conditions shall apply insofar as is possible, to such private Sale; 5.2 collect the full or any part of the purchase price including, if applicable, any GST for any Lot on behalf of the Vendor by means of cash, personal cheque, or otherwise by the Selling Agent at the Selling Agent’s discretion; 5.3 deliver any Lot sold on the Vendor’s behalf prior to full payment of the purchase price including, if applicable, any GST on said lot, such delivery being given by the Selling Agent at the Selling Agent’s absolute discretion; 5.4 determine in its absolute discretion whether any Lot is suitable for the Sale, the manner in which and the time and place at which the Sale is to be conducted, and whether the opinion of a Veterinary Surgeon at the Vendor’s cost should be obtained in respect of the condition of any Lot; 5.5 deduct and retain from the gross purchase price payable for any Lot, any commission, Nomination Fees or expenses owing to the Selling Agent, including any GST applicable thereon. These amounts will include but will not be limited to those referred to in Clauses 9, 10 and 11 of these Conditions; 5.6 return the Lot to the Vendor if a sale is not effected or any account of the Vendor is not settled within seven (7) days of the Sale Date, or at any extended date by approval of the Vendor; 5.7 detain a passed-in Lot or a Lot bought back by the Vendor until all sale charges and if applicable GST are paid, the Selling Agent being entitled to exercise a lien in respect of any outstanding fees commissions, GST or charges; 5.8 disclose the name, description and address of the Vendor to a bidder or Purchaser if it considers it appropriate, or in the case of any dispute touching on any sale of a Lot. In every case it is agreed that the remedy of the Purchaser shall be against the Vendor and not under any circumstances against the Selling Agent; 5.9 accept the rescission of any sale, allow any purchaser an extension of time for payment, or agree to any variation of the Conditions of Sale in the Sales Catalogue on behalf of the Vendor should the Selling Agent decide in its absolute discretion that any such action is justified; 5.10 bid up to the reserve price as set by the Vendor without incurring any liability to the Vendor in the event of the Lot not selling.

5.11 the Vendor agrees that the Selling Agent reserves the right to:5.11.1 reject any nomination at any time for such reason as the Selling Agent shall deem appropriate, in its sole discretion, and the Selling Agent shall then return any nomination fee paid only if the rejection is without reasonable cause; 5.11.2 determine the order of sale of all entries; 5.11.3 assign stabling facilities in its sole discretion and the Selling Agent shall have no obligation to assign the same or similar stabling facilities which may have been assigned to the Vendor at previous Sales; 5.11.4 set a minimum bid (upset price) for the horses sold in this Sale, in its sole discretion; 5.11.5 refuse to sell any horse by auction if the Selling Agent has knowledge that the said horse has been sold privately prior to said auction.

6.

The Selling Agent shall pay the proceeds of the Sale including any applicable GST to the person or persons nominated as the person to be paid such proceeds, on the Official Nomination Form, whose receipt shall be a sufficient discharge of the Selling Agent’s obligations in respect of such proceeds.

7.

All nominations for the Sale must be submitted on the Official Nomination Form, a copy of which is attached to these conditions, duly signed by the Vendor or for and on behalf of the Vendor by the Vendor’s Agent. The Official Nomination Form must reach the office of the Selling Agent (PO Box 5246, Gold Coast Mail Centre, Queensland, 9726) by no later than the specified closing date.

8.

Subject to the Vendor executing this Nomination Form prior to the offering for sale of a Lot by the Selling Agent, the Selling Agent is exempted from the requirement of Chapter 12 of the PAMD from maintaining a trust account for the deposit of the proceeds of sale of the Vendor’s Lot and the Vendor acknowledges the existence of such exemption; COMMISSIONS DUE TO THE SELLING AGENT 9.

The Vendor will pay the following amounts to the Selling Agent:9.1 a commission at the rate of 6.6% (inclusive of GST) on any lot sold or bought back by the Vendor; or 9.2 save that in the event a Lot, which is a Yearling, is sold or bought back for an amount in excess of $200,000 the rate of commission for the part of the price in excess of $200,000 is reduced by 2.75% (inclusive of GST) for the Sales referred to in 1.1; or 9.3 in the event that any Lot is not sold or bought back by the Vendor, a commission at the rate of 2.75% (inclusive of GST) on the Reserve Price of any passed-in Lot. FEES AND CHARGES DUE TO THE PROMOTER 10. The Vendor will pay the following fees and charges to the Promoter in respect of its promoting and marketing of the auction sale and the race series:10.1 a promotional fee equivalent to an amount being 3.3% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor, for the Sales referred to in 1.1 and; 10.2 the Nomination Fee (including GST) as specified on the Official Nomination Form and; 10.3 the Nomination Fee (including GST) will be invoiced on Written Acceptance of the Lot into the Sales referred to in 1.1 and; 10.4 the Nomination Fee (including GST) must be paid for in full within fourteen (14) days of invoicing.

The Vendor will not be entitled to any refund in respect of any payment pursuant to these Conditions for the Promoter save as is expressly provided by these Conditions.

THOROUGHBRED BREEDERS AUSTRALIA LIMITED (TBA) LEVY 11. The Vendor hereby irrevocably authorises the Selling Agent to deduct a marketing levy on behalf of the Thoroughbred Breeders Australia Ltd (TBA) in the amount of 0.385% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor. The marketing levy will be forwarded by the Selling Agent to the Thoroughbred Breeders Australia Ltd (TBA) within forty two (42) days of all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot. VENDOR’S OBLIGATIONS AND WARRANTIES 12. Any Lot accepted for the Sale shall be submitted to the representatives of the Selling Agent for inspection and all Lots must meet the requirements of the Australian Stud Book at the Vendor’s cost and expense.

13. The Vendor shall indemnify and hereby indemnifies the Selling Agent against any claim by a Purchaser or any other person arising out of the Vendor’s failure to comply with the Australian Stud Book requirements (including any payment of fees and GST if applicable). The Vendor acknowledges that the Selling Agent is entitled to a reasonable fee for any work done to ensure the Vendor’s compliance with the Australian Stud Book requirements.

14. The Vendor shall supply to the Selling Agent all documents required for the transfer of ownership of any Lot sold within seven (7) days of the conclusion of the Sale. Should the Vendor not deliver such documents to the Selling Agent within the said time limit, the Vendor irrevocably authorises the Selling Agent to order a new / replacement set of documents at the Vendor’s cost and expense.

15. The Vendor shall be responsible for verifying the accuracy of all information published in the Sale Catalogue and warrants to the Selling Agent and any Purchaser the accuracy of such information except where the Vendor notifies the Selling Agent in writing of any inaccuracy in such information prior to the date of the Sale.

16. The Vendor or his duly authorised representative shall be present at the Sale venue at all times during which the Sale is being conducted and shall immediately correct any incorrect statements or representations made by the Selling Agent regarding any Lot for which the Vendor or his agent is responsible, failing which correction the Vendor shall be deemed to authorise the statement and warrant to the Selling Agent and any Purchaser the truth of any statements or representations made by the Selling Agent.

17. The Vendor will produce for the Sale a Lot without any obvious physical defects. Should the Selling Agent be of the opinion that a Lot is not suitable for sale, it has the right at its absolute discretion, to withdraw the Lot from the Sale, remove it from the grounds, and consign it to the address of the Vendor as it appears on the Official Nomination Form, at the Vendor’s risk and expense.

18. The Vendor warrants to the Selling Agent that he is the true owner of the Lot nominated for the Sale or is duly authorised to sell the Lot on the owner's behalf and that it is able to transfer good title to the Lot free from any mortgage, lien, charge, bill of sale (whether registered or not) or security interest as defined in the Personal Property Securities Act 2009 (“the PPSA”), and any other adverse interest except where such interest has been notified in writing to the Selling Agent prior to the Sale and such interest has been acknowledged by the Selling Agent. The Vendor irrevocably authorises the Selling Agent to register its interest in each Lot against such Lot and the Vendor to secure payments owing to the Selling Agent by the Vendor or payments made by the Selling Agent to the Vendor on account of the purchase price where the Purchaser of a Lot has not paid all or part of the purchase price. If the owner of the Lot is a company, the Vendor warrants and represents to the Selling Agent that there are no fixed charges affecting the Lot, that there are no floating charges affecting the Lot or such charges are not in default, and that the Vendor and no officer thereof is aware of any circumstances by which any floating charge in relation to the Vendor may have crystallised. The Vendor warrants and represents that the Lot is being sold in the ordinary course of business.

19. Except as disclosed in writing to the Selling Agent prior to the Sale, the Lot nominated for the Sale shall be free of any symptoms associated with windsucking, wobbling, roaring, impaired vision, botulism, equine morbillivirus (Hendra virus), nipah virus or any other virus.

20. Except as disclosed in writing to the Selling Agent prior to the Sale, the Vendor warrants that all male animals have not had one or both testes removed, save insofar as such circumstance has been disclosed to the Selling Agent prior to the Sale of such animal.

21. In the event that the Selling Agent cancels the Sale the Vendor has no claim against the Selling Agent for damages or costs or expenses other than the repayment of the Nomination Fees paid by the Vendor or save as is expressly provided for by these conditions.

22. Any Lot nominated for the Sale cannot be withdrawn by the Vendor, after the assigning of the horse's lot number for the Sale Catalogue, without the forfeiture of the Nomination Fee, except in the event of injury, death or illness of the Lot. Apart from death of a Lot (in which case the Nomination Fee shall be refunded in full), in all cases of alleged injury or illness if the Vendor at his expense produces a Veterinary Certificate, within thirty (30) days from the completion of the Sale, confirming the existence of the injury or illness alleged, two thirds of the Nomination Fee shall be refunded. Should the

12

23.

24.

25.

26.

27.

28.

29.

30.

30.1 30.2 30.3 30.4 30.5 30.6 31.

32.

33.

34.

35.

36.

37.

37.1 37.2 38.

39.

40.

41.

41.1 41.2

41.3 42.

43.

44.

45.

46.

47.

48.

49.

50.

51.

52.

53.

Vendor not produce an acceptable Veterinary Certificate, the Vendor shall pay to the Selling Agent 6.6% (inc. GST) of the median sale price for the Selling Session in which the withdrawn Lot was listed, as liquidated damages, in addition to the Nomination Fee. The Vendor acknowledges that by execution of this Nomination Form that the Selling Agent distributes its Sale Catalogue on a worldwide basis to thousands of potential Purchasers who make arrangements to be present at the Sale because of Lots listed in the Sales Catalogue and acknowledges the credibility of the Sale is diminished if catalogued Lots are withdrawn without good and valid excuse.

Should the Vendor sell privately any Lot accepted for the Sale during the period from the Closing Date for Nominations until sixty (60) days after the Sale (the Agency Period), the Vendor shall promptly pay to the Promoter and Selling Agent an amount equal to the total charges including GST set out in Clauses 9, 10 and 11 of these Conditions.

The Vendor shall comply in all respects with the rules of the Sales Complex displayed within the office block at the Sales Complex.

In respect of any description used in, or in connection with the Sale the parties hereto agree that the expression ‘colt’ includes rig or crypt orchid, namely male animals in which one or both testes have not descended into the scrotum from the abdomen.

Any Lot entered by the Vendor (including its storage by the Selling Agent) shall be at the Vendor’s sole risk and expense notwithstanding any negligence on the part of the Selling Agent and the Vendor indemnifies the Selling Agent against all claims, actions, loss, damages, costs and expenses incurred including stabling and feed.

The Vendor agrees to be bound by the Conditions of Sale as printed in the Sale Catalogue, including any variations made thereto at the absolute discretion of the Selling Agent.

The Vendor shall promptly advise the Selling Agent of any credit arrangements made with a Purchaser of a Lot (which shall be at the Selling Agent’s discretion) and shall sign an acknowledgment of such arrangements as directed by the Selling Agent.

The Vendor acknowledges that the Selling Agent acts merely as agent for the Vendor and gives no warranty that any Purchaser will complete a purchase in accordance with the Conditions of Sale, nor is the Selling Agent under any liability in respect of the Sale should the Purchaser fail to complete their purchase save as is expressly provided in these conditions.

Subject to the Conditions of Sale printed in the Sale Catalogue, if the Selling Agent delivers any Lot to the Purchaser of that Lot prior to the Selling Agent having received payment by cash or otherwise for the Lot, the Selling Agent will use its best endeavours to secure the performance by the Purchaser of its obligation to pay the purchase price and any applicable GST except where: the Selling Agent has formed the opinion that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot; the Vendor enters into any credit arrangement or terms with the Purchaser; the Sale is terminated or unenforceable for any reason; the Vendor agrees to any variation of the normal terms of the contract for the purchase of his Lot (including without limitation terms as to the time for payment) without the prior written consent of the Selling Agent; the Vendor consents to the delivery of the Lot by the Selling Agent; the Vendor has not paid any monies due and owing by the Vendor to the Selling Agent on any account whatever.

The liability of the Selling Agent pursuant to, or incidental to, its appointment in respect of any Lot shall be limited to the purchase price accepted by the Selling Agent as the price payable less any monies owing to the Selling Agent by the Vendor on any account, including any GST applicable thereon.

The Vendor agrees that if the Selling Agent pays to the Vendor any amount in respect of the purchase price and if applicable GST for any Lot prior to the Selling Agent receiving from the Purchaser the full purchase price including any applicable GST of the Lot and/or the honouring of all the bills of exchange tendered in respect thereto, the Vendor shall immediately execute and deliver to the Selling Agent authorities and documents in such form as the Selling Agent in its absolute discretion requires, so as to secure and authorise the Selling Agent to exercise through or on behalf of the Vendor all rights which the Vendor may have in respect of the Lot and/or any bill of exchange or other right held by the Vendor in his own right.

The Selling Agent guarantees to the Vendor that payment will be forwarded to the Vendor within forty two (42) days from the end of the Magic Millions 2015 Tasmanian Yearling Sale, all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot but subject to the Selling Agent’s right to withhold payment of all or part of the proceeds of such sale where the Selling Agent concludes that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot. The Vendor acknowledges that if the Vendor suffers a loss as a result of a failure by the Selling Agent to account to the Vendor for all or any part of the sale proceeds of the Vendor’s Lot, the Vendor does not have a right of compensation from the Claim Fund under the PAMD. The Vendor agrees that the Selling Agent may assign the benefit of all nominations to the Sale to such third person, as the Selling Agent may determine and the Vendor agrees to be bound by the terms of such assignment.

The Vendor agrees to indemnify and hereby indemnifies the Selling Agent against all loss, damage, costs and expenses of whatever nature incurred by the Selling Agent directly or indirectly as the result of the Vendor’s non-compliance with any of the Conditions of Nomination or the Conditions of Sale.

The Vendor agrees that the Nomination Fee remains a debt due and payable by the Vendor to the Selling Agent from the date of nomination (that is to say, at the date when the Lot is nominated) of any Lot notwithstanding the withdrawal of the Lot from the Sale and the Vendor acknowledges and agrees that the only basis upon which he may claim a repayment of the Nomination Fees from the Selling Agent is: if the Selling Agent cancels the Sale in accordance with Clause 21 of these Conditions, or if the Lot is rejected in accordance with Clause 17 of these Conditions, or is not included in the Sale Catalogue.

The Vendor acknowledges that the duties and rights of the Selling Agent under these Conditions, are severable and independent and any monies paid to either of them are payments to which they are entitled in their own right pursuant to these Conditions.

In the event that any provision is unlawful or void, the parties agree that these conditions shall be construed so far as is possible so that the unlawful or void portion is an independent promise and is severable from the other conditions. Where such unlawful or void portion relates to any provision for fees or remuneration including if applicable GST then a term will be implied (so far as the law permits) that reasonable remuneration and expenses including if applicable GST will be payable for any services rendered by or on behalf of the Selling Agent to the Vendor.

The Selling Agent does not assume any responsibility for exporting horses.

The Vendor accepts, confirms and acknowledges the following: the Selling Agent accepts no liability for any GST liability arising as between the Purchaser, the Vendor and the ATO in respect of any Lot sold by way of auction or private treaty; that each Lot offered for sale will be invoiced with GST added to the sale price in the event that the Vendor is registered for GST; In the event that the horse is purchased by a non-resident who is not registered for GST and that purchaser executes the required Magic Millions Export Declaration Form, the vendor acknowledges that subject to the export provisions as approved by the ATO this horse may be sold on a zero-rated basis at which time no GST will be charged on the invoice. for the purpose of the GST Law the Vendor, not the Selling Agent, is the “supplier” and is responsible for determining whether the Purchaser is registered or required to be registered for GST purposes and that the Purchaser satisfies the requirements of the ATO as regards the export of a Lot. The Vendor acknowledges that the Selling Agent acts as agent for the Magic Millions Sales Partnership (ABN 99 519 379 694).

The Vendor acknowledges that the Selling Agent will make available a Repository at the complex for the purpose of the storing and examination of x-rays, physical or digital, and other records required by the Terms and Conditions of the Repository or the relevant Sale Catalogue. The Vendor further acknowledges the Terms and Conditions of the Repository and agrees to be bound by these Terms and Conditions. The relevant Terms and Conditions will be displayed in the Repository and are available from the Selling Agent on request.

The Vendor accepts and acknowledges that prior to executing this Nomination Form, the Selling Agent has advised the Vendor that he should seek independent legal advice before signing this Nomination Form.

By executing this Nomination Form, the Vendor hereby appoints the Selling Agent’s auctioneer to auction the Lot on behalf of the Vendor. The Vendor acknowledges having received a copy of this Nomination Form and in particular acknowledges his appointment of the auctioneer.

In the event that the Selling Agent, for whatever reason, pays to the Vendor, the amount due to the Vendor pursuant to Clauses 5 and 6 of the Conditions of this Nomination Form prior to receiving payment for the Vendor’s Lot from the Purchaser, the Vendor assigns to the Selling Agent all the Vendor’s interest in the Lot to the Selling Agent or the Selling Agent’s nominee.

The Vendor acknowledges the existence of the Australian Thoroughbred Sales Code (“the Code”). The Selling Agent recommends that the Vendor acquaint themselves with the Code.

Notwithstanding any other term or condition contained in these Conditions of Sale, the Vendor hereby irrevocably authorises and directs the Selling Agent to pay the Selling Agent out of the sale proceeds of any Lot, any amount that may be due and owing to the Selling Agent prior to this Sale. For the sake of certainty, the Vendor assigns to the Selling Agent any irrevocable authority rights in favour of the Vendor where a Lot owned by the Vendor has been submitted for sale at this Sale by a party other than the Vendor. The Vendor appoints the Managing Director of the Selling Agent, from time to time, its attorney to do all things necessary and execute all documents to give effect to these Conditions of Sale.

Where the Vendor (in the reasonable opinion of the Selling Agent) is in any way or in any capacity (by virtue of directorship, shareholding, trustee, beneficiary or otherwise) involved with or related to a Purchaser of a Lot offered for sale by the Vendor and the Vendor owes the Selling Agent any monies with respect to that Lot or any other lot, the Selling Agent may, in its absolute discretion, retain all or part of the purchase price paid by the Purchaser and apply the same to the debt owed by the Vendor to the Selling Agent. In such case the Selling Agent may, in its absolute discretion, refuse to pay out the Vendor for the purchase price for the Lot prior to receiving payment in full for the Lot from the Purchaser.

The Vendor and the Purchaser indemnify and will keep indemnified the Selling Agent and the Promoter against any claim arising out of any telephone directions or instructions given by the Vendor and/or the Purchaser or their agents, consultants or employees, to the Selling Agent or the Promoter or their agents, consultants or employees, on or before the sale of any Lot where, for any reason, such telephone instructions are misinterpreted or not acted upon, for whatever reason, by the Selling Agent or the Promoter.

Notwithstanding Condition 26, all persons who attend the Sale do so entirely at their own risk and neither Magic Millions Sales Pty Limited (ABN 54 078 396 317) nor Magic Millions Promotions Pty Limited (ABN 41 088 197 200) nor their subsidiaries, officers or agents for themselves and for those whom they act, assume or accept any responsibility or liability of whatever nature for any injury or damage whatsoever which may occur to any person or property.

The Vendor accepts and acknowledges and agrees that where a dispute arises between the Vendor and the Purchaser in relation to a Lot, this must be resolved between them only. The Lot cannot be returned to the Selling Agent or its stables.

Except as disclosed in writing to the Selling Agent prior to the nomination of the Lot, the Vendor warrants that the Lot has not been subject to any operative procedures prior to the nomination of the Lot, nor, has the Vendor been advised prior to the Sale that the Lot could or should be subject to any operative procedures. If prior to the Sale the warranty provided in the immediately preceding sentence is inaccurate in whole or in part the Vendor will immediately notify the Selling Agent in writing.

“I personally hadn’t been to a sale this good before. The stock was of a high quality and they were being sold for quite substantial prices.

It just shows that the industry is still going strong.”

Sue Olive, Gold Front Thoroughbreds

AGGREGATE UP

21.2%

CLEARANCE RATE UP

AVERAGE PRICE UP

6%

MAGIC MILLIONS PERTH YEARLING SALE 17 – 18 FEBRUARY 2015

“Great results on day one with a good clearance rate and figures clearly up from last year. Nice types sold well with buyers being very discerning” Chris Gales, Gervase Park 13

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 16

MAGIC MILLIONS 2015 PERTH YEARLING SALE Sire:

Colour:

Sex:

Dam:

Foaling Date:

Dam Sire:

Brands:

/ NS

Microchip:

/ 2013 OS

Brand Index Number:

Is this Yearling a foal share:

Yes

Westspeed:

No

I authorise the Westspeed Breeder Nomination fee to be deducted from sale proceeds.

If my yearling is not sold at the sale, I agree to pay the nomination fee to RWWA.

Location for Inspection: Email:

Postcode:

State: Contact Name:

Phone:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

Postcode:

State:

Phone:

Fax:

Mobile:

Email:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: What is the percentage of GST ownership?:

Please tick one box:

If NIL, please complete declaration below.

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

OFFICE USE ONLY A/C CODE: 14

ENTRY ID:

GST STATUS:

/

/

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 17

MAGIC MILLIONS 2015 PERTH YEARLING SALE Sire:

Colour:

Sex:

Dam:

Foaling Date:

Dam Sire:

Brands:

/ NS

Microchip:

/ 2013 OS

Brand Index Number:

Is this Yearling a foal share:

Yes

Westspeed:

No

I authorise the Westspeed Breeder Nomination fee to be deducted from sale proceeds.

If my yearling is not sold at the sale, I agree to pay the nomination fee to RWWA.

Location for Inspection: Email:

Postcode:

State: Contact Name:

Phone:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

Postcode:

State:

Phone:

Fax:

Mobile:

Email:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: What is the percentage of GST ownership?:

Please tick one box:

If NIL, please complete declaration below.

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

/

/

OFFICE USE ONLY A/C CODE:

ENTRY ID:

GST STATUS: 15

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 18

CONDITIONS OF NOMINATION - MAGIC MILLIONS 2015 PERTH YEARLING SALE

Auctioneer’s Licence No.: 2005419 1.

“The Sale” refers to any one or more of the following Sales for which a Lot is nominated, accepted and subject to the Vendor’s rights of withdrawal, offered for sale by way of auction conducted by principal Selling Agent, Magic Millions Sales Pty Limited (A.B.N 54 078 396 317) (“the Selling Agent); 1.1 the Magic Millions 2015 Perth Yearling Sale will be held at the Belmont Sales Complex, Perth, Western Australia from the17th day till the 18th day of February, 2015.

2.

The Selling Agent is licensed under the Property Agents and Motor Dealers Act 2000 (“PAMD”) to conduct auctions of livestock; 3.

The Vendor wishes to have a Lot in the Sale. (A reference to ‘Lot’ includes ‘Lots’).

APPOINTMENT OF PROMOTER 4.

The Vendor agrees that all advertising, marketing and promotion in respect of the Sale (including his Lots in it) will be carried out by Magic Millions Promotions Pty Limited (ABN 41 088 197 200) ("the Promoter"), a company engaged in the business of promoting and marketing throughout the world, thoroughbred sales, races and related events, as well as performances, exhibitions, social events, conferences and events in the general entertainment industry and the Vendor hereby confirms the Promoter's appointment and role in that behalf by the Selling Agent.

VENDOR’S APPOINTMENT OF THE SELLING AGENT 5.

The Vendor (subject to his compliance with these conditions) hereby appoints and authorises the Selling Agent to: 5.1 act as the sole and exclusive agent of the Vendor to sell the Vendor’s Lot at the Sale, or where the Lot is not sold at the Sale, privately and outside of the auction at a price nominated by the Vendor at any time from the close of nominations to a date sixty (60) days after the Sale, and these conditions shall apply insofar as is possible, to such private Sale; 5.2 collect the full or any part of the purchase price including, if applicable, any GST for any Lot on behalf of the Vendor by means of cash, personal cheque, or otherwise by the Selling Agent at the Selling Agent’s discretion; 5.3 deliver any Lot sold on the Vendor’s behalf prior to full payment of the purchase price including, if applicable, any GST on said lot, such delivery being given by the Selling Agent at the Selling Agent’s absolute discretion; 5.4 determine in its absolute discretion whether any Lot is suitable for the Sale, the manner in which and the time and place at which the Sale is to be conducted, and whether the opinion of a Veterinary Surgeon at the Vendor’s cost should be obtained in respect of the condition of any Lot; 5.5 deduct and retain from the gross purchase price payable for any Lot, any commission, Nomination Fees or expenses owing to the Selling Agent, including any GST applicable thereon. These amounts will include but will not be limited to those referred to in Clauses 9, 10 and 11 of these Conditions; 5.6 return the Lot to the Vendor if a sale is not effected or any account of the Vendor is not settled within seven (7) days of the Sale Date, or at any extended date by approval of the Vendor; 5.7 detain a passed-in Lot or a Lot bought back by the Vendor until all sale charges and if applicable GST are paid, the Selling Agent being entitled to exercise a lien in respect of any outstanding fees commissions, GST or charges; 5.8 disclose the name, description and address of the Vendor to a bidder or Purchaser if it considers it appropriate, or in the case of any dispute touching on any sale of a Lot. In every case it is agreed that the remedy of the Purchaser shall be against the Vendor and not under any circumstances against the Selling Agent; 5.9 accept the rescission of any sale, allow any purchaser an extension of time for payment, or agree to any variation of the Conditions of Sale in the Sales Catalogue on behalf of the Vendor should the Selling Agent decide in its absolute discretion that any such action is justified; 5.10 bid up to the reserve price as set by the Vendor without incurring any liability to the Vendor in the event of the Lot not selling.

5.11 the Vendor agrees that the Selling Agent reserves the right to:5.11.1 reject any nomination at any time for such reason as the Selling Agent shall deem appropriate, in its sole discretion, and the Selling Agent shall then return any nomination fee paid only if the rejection is without reasonable cause; 5.11.2 determine the order of sale of all entries; 5.11.3 assign stabling facilities in its sole discretion and the Selling Agent shall have no obligation to assign the same or similar stabling facilities which may have been assigned to the Vendor at previous Sales; 5.11.4 set a minimum bid (upset price) for the horses sold in this Sale, in its sole discretion; 5.11.5 refuse to sell any horse by auction if the Selling Agent has knowledge that the said horse has been sold privately prior to said auction.

6.

The Selling Agent shall pay the proceeds of the Sale including any applicable GST to the person or persons nominated as the person to be paid such proceeds, on the Official Nomination Form, whose receipt shall be a sufficient discharge of the Selling Agent’s obligations in respect of such proceeds.

7.

All nominations for the Sale must be submitted on the Official Nomination Form, a copy of which is attached to these conditions, duly signed by the Vendor or for and on behalf of the Vendor by the Vendor’s Agent. The Official Nomination Form must reach the office of the Selling Agent (PO Box 448, Belmont, Western Australia, 6984) by no later than the specified closing date.

8.

Subject to the Vendor executing this Nomination Form prior to the offering for sale of a Lot by the Selling Agent, the Selling Agent is exempted from the requirement of Chapter 12 of the PAMD from maintaining a trust account for the deposit of the proceeds of sale of the Vendor’s Lot and the Vendor acknowledges the existence of such exemption; COMMISSIONS DUE TO THE SELLING AGENT 9.

The Vendor will pay the following amounts to the Selling Agent:9.1 a commission at the rate of 6.6% (inclusive of GST) on any lot sold or bought back by the Vendor; or 9.2 save that in the event a Lot, which is a Yearling, is sold or bought back for an amount in excess of $200,000 the rate of commission for the part of the price in excess of $200,000 is reduced by 2.2% (inclusive of GST) for the Sales referred to in 1.1; or 9.3 in the event that any Lot is not sold or bought back by the Vendor, a commission at the rate of 2.75% (inclusive of GST) on the Reserve Price of any passed-in Lot. FEES AND CHARGES DUE TO THE PROMOTER 10. The Vendor will pay the following fees and charges to the Promoter in respect of its promoting and marketing of the auction sale and the race series:10.1 a promotional fee equivalent to an amount being 2.75% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor, for the Sales referred to in 1.1 and; 10.2 the Nomination Fee (including GST) as specified on the Official Nomination Form and; 10.3 the Nomination Fee (including GST) will be invoiced on Written Acceptance of the Lot into the Sales referred to in 1.1 and; 10.4 the Nomination Fee (including GST) must be paid for in full within fourteen (14) days of invoicing.

The Vendor will not be entitled to any refund in respect of any payment pursuant to these Conditions for the Promoter save as is expressly provided by these Conditions.

THOROUGHBRED BREEDERS AUSTRALIA LIMITED (TBA) LEVY 11. The Vendor hereby irrevocably authorises the Selling Agent to deduct a marketing levy on behalf of the Thoroughbred Breeders Australia Ltd (TBA) in the amount of 0.385% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor. The marketing levy will be forwarded by the Selling Agent to the Thoroughbred Breeders Australia Ltd (TBA) within forty two (42) days of all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot. VENDOR’S OBLIGATIONS AND WARRANTIES 12. Any Lot accepted for the Sale shall be submitted to the representatives of the Selling Agent for inspection and all Lots must meet the requirements of the Australian Stud Book at the Vendor’s cost and expense.

13. The Vendor shall indemnify and hereby indemnifies the Selling Agent against any claim by a Purchaser or any other person arising out of the Vendor’s failure to comply with the Australian Stud Book requirements (including any payment of fees and GST if applicable). The Vendor acknowledges that the Selling Agent is entitled to a reasonable fee for any work done to ensure the Vendor’s compliance with the Australian Stud Book requirements.

14. The Vendor shall supply to the Selling Agent all documents required for the transfer of ownership of any Lot sold within seven (7) days of the conclusion of the Sale. Should the Vendor not deliver such documents to the Selling Agent within the said time limit, the Vendor irrevocably authorises the Selling Agent to order a new / replacement set of documents at the Vendor’s cost and expense.

15. The Vendor shall be responsible for verifying the accuracy of all information published in the Sale Catalogue and warrants to the Selling Agent and any Purchaser the accuracy of such information except where the Vendor notifies the Selling Agent in writing of any inaccuracy in such information prior to the date of the Sale.

16. The Vendor or his duly authorised representative shall be present at the Sale venue at all times during which the Sale is being conducted and shall immediately correct any incorrect statements or representations made by the Selling Agent regarding any Lot for which the Vendor or his agent is responsible, failing which correction the Vendor shall be deemed to authorise the statement and warrant to the Selling Agent and any Purchaser the truth of any statements or representations made by the Selling Agent.

17. The Vendor will produce for the Sale a Lot without any obvious physical defects. Should the Selling Agent be of the opinion that a Lot is not suitable for sale, it has the right at its absolute discretion, to withdraw the Lot from the Sale, remove it from the grounds, and consign it to the address of the Vendor as it appears on the Official Nomination Form, at the Vendor’s risk and expense.

18. The Vendor warrants to the Selling Agent that he is the true owner of the Lot nominated for the Sale or is duly authorised to sell the Lot on the owner's behalf and that it is able to transfer good title to the Lot free from any mortgage, lien, charge, bill of sale (whether registered or not) or security interest as defined in the Personal Property Securities Act 2009 (“the PPSA”), and any other adverse interest except where such interest has been notified in writing to the Selling Agent prior to the Sale and such interest has been acknowledged by the Selling Agent. The Vendor irrevocably authorises the Selling Agent to register its interest in each Lot against such Lot and the Vendor to secure payments owing to the Selling Agent by the Vendor or payments made by the Selling Agent to the Vendor on account of the purchase price where the Purchaser of a Lot has not paid all or part of the purchase price. If the owner of the Lot is a company, the Vendor warrants and represents to the Selling Agent that there are no fixed charges affecting the Lot, that there are no floating charges affecting the Lot or such charges are not in default, and that the Vendor and no officer thereof is aware of any circumstances by which any floating charge in relation to the Vendor may have crystallised. The Vendor warrants and represents that the Lot is being sold in the ordinary course of business.

19. Except as disclosed in writing to the Selling Agent prior to the Sale, the Lot nominated for the Sale shall be free of any symptoms associated with windsucking, wobbling, roaring, impaired vision, botulism, equine morbillivirus (Hendra virus), nipah virus or any other virus.

20. Except as disclosed in writing to the Selling Agent prior to the Sale, the Vendor warrants that all male animals have not had one or both testes removed, save insofar as such circumstance has been disclosed to the Selling Agent prior to the Sale of such animal.

21. In the event that the Selling Agent cancels the Sale the Vendor has no claim against the Selling Agent for damages or costs or expenses other than the repayment of the Nomination Fees paid by the Vendor or save as is expressly provided for by these conditions.

22. Any Lot nominated for the Sale cannot be withdrawn by the Vendor, after the assigning of the horse's lot number for the Sale Catalogue, without the forfeiture of the Nomination Fee, except in the event of injury, death or illness of the Lot. Apart from death of a Lot (in which case the Nomination Fee shall be refunded in full), in all cases of alleged injury or illness if the Vendor at his expense produces a Veterinary Certificate, within thirty (30) days from the completion of the Sale,

16

23.

24.

25.

26.

27.

28.

29.

30.

30.1 30.2 30.3 30.4 30.5 30.6 31.

32.

33.

34.

35.

36.

37.

37.1 37.2 38.

39.

40.

41.

41.1 41.2

41.3 42.

43.

44.

45.

46.

47.

48.

49.

50.

51.

52.

53.

confirming the existence of the injury or illness alleged, two thirds of the Nomination Fee shall be refunded. Should the Vendor not produce an acceptable Veterinary Certificate, the Vendor shall pay to the Selling Agent 6.6% (inc. GST) of the median sale price for the Selling Session in which the withdrawn Lot was listed, as liquidated damages, in addition to the Nomination Fee. The Vendor acknowledges that by execution of this Nomination Form that the Selling Agent distributes its Sale Catalogue on a worldwide basis to thousands of potential Purchasers who make arrangements to be present at the Sale because of Lots listed in the Sales Catalogue and acknowledges the credibility of the Sale is diminished if catalogued Lots are withdrawn without good and valid excuse.

Should the Vendor sell privately any Lot accepted for the Sale during the period from the Closing Date for Nominations until sixty (60) days after the Sale (the Agency Period), the Vendor shall promptly pay to the Promoter and Selling Agent an amount equal to the total charges including GST set out in Clauses 9, 10 and 11 of these Conditions.

The Vendor shall comply in all respects with the rules of the Sales Complex displayed within the office block at the Sales Complex.

In respect of any description used in, or in connection with the Sale the parties hereto agree that the expression ‘colt’ includes rig or crypt orchid, namely male animals in which one or both testes have not descended into the scrotum from the abdomen.

Any Lot entered by the Vendor (including its storage by the Selling Agent) shall be at the Vendor’s sole risk and expense notwithstanding any negligence on the part of the Selling Agent and the Vendor indemnifies the Selling Agent against all claims, actions, loss, damages, costs and expenses incurred including stabling and feed.

The Vendor agrees to be bound by the Conditions of Sale as printed in the Sale Catalogue, including any variations made thereto at the absolute discretion of the Selling Agent.

The Vendor shall promptly advise the Selling Agent of any credit arrangements made with a Purchaser of a Lot (which shall be at the Selling Agent’s discretion) and shall sign an acknowledgment of such arrangements as directed by the Selling Agent.

The Vendor acknowledges that the Selling Agent acts merely as agent for the Vendor and gives no warranty that any Purchaser will complete a purchase in accordance with the Conditions of Sale, nor is the Selling Agent under any liability in respect of the Sale should the Purchaser fail to complete their purchase save as is expressly provided in these conditions.

Subject to the Conditions of Sale printed in the Sale Catalogue, if the Selling Agent delivers any Lot to the Purchaser of that Lot prior to the Selling Agent having received payment by cash or otherwise for the Lot, the Selling Agent will use its best endeavours to secure the performance by the Purchaser of its obligation to pay the purchase price and any applicable GST except where: the Selling Agent has formed the opinion that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot; the Vendor enters into any credit arrangement or terms with the Purchaser; the Sale is terminated or unenforceable for any reason; the Vendor agrees to any variation of the normal terms of the contract for the purchase of his Lot (including without limitation terms as to the time for payment) without the prior written consent of the Selling Agent; the Vendor consents to the delivery of the Lot by the Selling Agent; the Vendor has not paid any monies due and owing by the Vendor to the Selling Agent on any account whatever.

The liability of the Selling Agent pursuant to, or incidental to, its appointment in respect of any Lot shall be limited to the purchase price accepted by the Selling Agent as the price payable less any monies owing to the Selling Agent by the Vendor on any account, including any GST applicable thereon.

The Vendor agrees that if the Selling Agent pays to the Vendor any amount in respect of the purchase price and if applicable GST for any Lot prior to the Selling Agent receiving from the Purchaser the full purchase price including any applicable GST of the Lot and/or the honouring of all the bills of exchange tendered in respect thereto, the Vendor shall immediately execute and deliver to the Selling Agent authorities and documents in such form as the Selling Agent in its absolute discretion requires, so as to secure and authorise the Selling Agent to exercise through or on behalf of the Vendor all rights which the Vendor may have in respect of the Lot and/or any bill of exchange or other right held by the Vendor in his own right.

The Selling Agent guarantees to the Vendor that payment will be forwarded to the Vendor within forty two (42) days from the end of the Magic Millions 2015 Perth Yearling Sale, all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot but subject to the Selling Agent’s right to withhold payment of all or part of the proceeds of such sale where the Selling Agent concludes that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot. The Vendor acknowledges that if the Vendor suffers a loss as a result of a failure by the Selling Agent to account to the Vendor for all or any part of the sale proceeds of the Vendor’s Lot, the Vendor does not have a right of compensation from the Claim Fund under the PAMD. The Vendor agrees that the Selling Agent may assign the benefit of all nominations to the Sale to such third person, as the Selling Agent may determine and the Vendor agrees to be bound by the terms of such assignment.

The Vendor agrees to indemnify and hereby indemnifies the Selling Agent against all loss, damage, costs and expenses of whatever nature incurred by the Selling Agent directly or indirectly as the result of the Vendor’s non-compliance with any of the Conditions of Nomination or the Conditions of Sale.

The Vendor agrees that the Nomination Fee remains a debt due and payable by the Vendor to the Selling Agent from the date of nomination (that is to say, at the date when the Lot is nominated) of any Lot notwithstanding the withdrawal of the Lot from the Sale and the Vendor acknowledges and agrees that the only basis upon which he may claim a repayment of the Nomination Fees from the Selling Agent is: if the Selling Agent cancels the Sale in accordance with Clause 21 of these Conditions, or if the Lot is rejected in accordance with Clause 17 of these Conditions, or is not included in the Sale Catalogue.

The Vendor acknowledges that the duties and rights of the Selling Agent under these Conditions, are severable and independent and any monies paid to either of them are payments to which they are entitled in their own right pursuant to these Conditions.

In the event that any provision is unlawful or void, the parties agree that these conditions shall be construed so far as is possible so that the unlawful or void portion is an independent promise and is severable from the other conditions. Where such unlawful or void portion relates to any provision for fees or remuneration including if applicable GST then a term will be implied (so far as the law permits) that reasonable remuneration and expenses including if applicable GST will be payable for any services rendered by or on behalf of the Selling Agent to the Vendor.

The Selling Agent does not assume any responsibility for exporting horses.

The Vendor accepts, confirms and acknowledges the following: the Selling Agent accepts no liability for any GST liability arising as between the Purchaser, the Vendor and the ATO in respect of any Lot sold by way of auction or private treaty; that each Lot offered for sale will be invoiced with GST added to the sale price in the event that the Vendor is registered for GST; In the event that the horse is purchased by a non-resident who is not registered for GST and that purchaser executes the required Magic Millions Export Declaration Form, the vendor acknowledges that subject to the export provisions as approved by the ATO this horse may be sold on a zero-rated basis at which time no GST will be charged on the invoice. for the purpose of the GST Law the Vendor, not the Selling Agent, is the “supplier” and is responsible for determining whether the Purchaser is registered or required to be registered for GST purposes and that the Purchaser satisfies the requirements of the ATO as regards the export of a Lot. The Vendor acknowledges that the Selling Agent acts as agent for the Magic Millions Sales Partnership (ABN 99 519 379 694).

The Vendor acknowledges that the Selling Agent will make available a Repository at the complex for the purpose of the storing and examination of x-rays, physical or digital, and other records required by the Terms and Conditions of the Repository or the relevant Sale Catalogue. The Vendor further acknowledges the Terms and Conditions of the Repository and agrees to be bound by these Terms and Conditions. The relevant Terms and Conditions will be displayed in the Repository and are available from the Selling Agent on request.

The Vendor accepts and acknowledges that prior to executing this Nomination Form, the Selling Agent has advised the Vendor that he should seek independent legal advice before signing this Nomination Form.

By executing this Nomination Form, the Vendor hereby appoints the Selling Agent’s auctioneer to auction the Lot on behalf of the Vendor. The Vendor acknowledges having received a copy of this Nomination Form and in particular acknowledges his appointment of the auctioneer.

In the event that the Selling Agent, for whatever reason, pays to the Vendor, the amount due to the Vendor pursuant to Clauses 5 and 6 of the Conditions of this Nomination Form prior to receiving payment for the Vendor’s Lot from the Purchaser, the Vendor assigns to the Selling Agent all the Vendor’s interest in the Lot to the Selling Agent or the Selling Agent’s nominee.

The Vendor acknowledges the existence of the Australian Thoroughbred Sales Code (“the Code”). The Selling Agent recommends that the Vendor acquaint themselves with the Code.

Notwithstanding any other term or condition contained in these Conditions of Sale, the Vendor hereby irrevocably authorises and directs the Selling Agent to pay the Selling Agent out of the sale proceeds of any Lot, any amount that may be due and owing to the Selling Agent prior to this Sale. For the sake of certainty, the Vendor assigns to the Selling Agent any irrevocable authority rights in favour of the Vendor where a Lot owned by the Vendor has been submitted for sale at this Sale by a party other than the Vendor. The Vendor appoints the Managing Director of the Selling Agent, from time to time, its attorney to do all things necessary and execute all documents to give effect to these Conditions of Sale.

Where the Vendor (in the reasonable opinion of the Selling Agent) is in any way or in any capacity (by virtue of directorship, shareholding, trustee, beneficiary or otherwise) involved with or related to a Purchaser of a Lot offered for sale by the Vendor and the Vendor owes the Selling Agent any monies with respect to that Lot or any other lot, the Selling Agent may, in its absolute discretion, retain all or part of the purchase price paid by the Purchaser and apply the same to the debt owed by the Vendor to the Selling Agent. In such case the Selling Agent may, in its absolute discretion, refuse to pay out the Vendor for the purchase price for the Lot prior to receiving payment in full for the Lot from the Purchaser.

The Vendor and the Purchaser indemnify and will keep indemnified the Selling Agent and the Promoter against any claim arising out of any telephone directions or instructions given by the Vendor and/or the Purchaser or their agents, consultants or employees, to the Selling Agent or the Promoter or their agents, consultants or employees, on or before the sale of any Lot where, for any reason, such telephone instructions are misinterpreted or not acted upon, for whatever reason, by the Selling Agent or the Promoter.

Notwithstanding Condition 26, all persons who attend the Sale do so entirely at their own risk and neither Magic Millions Sales Pty Limited (ABN 54 078 396 317) nor Magic Millions Promotions Pty Limited (ABN 41 088 197 200) nor their subsidiaries, officers or agents for themselves and for those whom they act, assume or accept any responsibility or liability of whatever nature for any injury or damage whatsoever which may occur to any person or property.

The Vendor accepts and acknowledges and agrees that where a dispute arises between the Vendor and the Purchaser in relation to a Lot, this must be resolved between them only. The Lot cannot be returned to the Selling Agent or its stables.

Except as disclosed in writing to the Selling Agent prior to the nomination of the Lot, the Vendor warrants that the Lot has not been subject to any operative procedures prior to the nomination of the Lot, nor, has the Vendor been advised prior to the Sale that the Lot could or should be subject to any operative procedures. If prior to the Sale the warranty provided in the immediately preceding sentence is inaccurate in whole or in part the Vendor will immediately notify the Selling Agent in writing.

“We have been consistently selling at Adelaide for many years, and we have consistently sold above our expectations every year. There is always strong competition on the nice colts that have a bit of presence.”

CLEARANCE RATE BOOK 1

81%

Chris Watson, Mill Park Stud

C L E A R A N C E R A T E B O O K 2 AGGREGATE UP

15%

84%

MAGIC MILLIONS ADELAIDE YEARLING SALE 9 – 11 MARCH 2015 “Good buyer base, good sale, good result with the right horse.”

Geoff & Chris Tucker, Little Hills Pastoral

“I don’t have big drafts but my clients are always pleased with the returns they get when selling with Magic Millions.” Rebecca Hodson, RJH Racing 17

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 20

MAGIC MILLIONS 2015 ADELAIDE YEARLING SALE Sire:

Colour:

Dam:

Foaling Date:

Dam Sire:

Brands:

Is this Yearling a foal share:

Yes

Sex: /

/ 2013

NS

No

OS

Brand Index Number:

Microchip: Location for Inspection: Email:

Postcode:

State:

Phone:

Contact Name:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Postcode:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: If NIL, please complete declaration below.

What is the percentage of GST ownership?:

Please tick one box:

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

OFFICE USE ONLY A/C CODE: 18

ENTRY ID:

GST STATUS:

/

/

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 21

MAGIC MILLIONS 2015 ADELAIDE YEARLING SALE Sire:

Colour:

Dam:

Foaling Date:

Dam Sire:

Brands:

Is this Yearling a foal share:

Yes

Sex: /

/ 2013

NS

No

OS

Brand Index Number:

Microchip: Location for Inspection: Email:

Postcode:

State:

Phone:

Contact Name:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Postcode:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: If NIL, please complete declaration below.

What is the percentage of GST ownership?:

Please tick one box:

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

/

/

OFFICE USE ONLY A/C CODE:

ENTRY ID:

GST STATUS: 19

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 22

CONDITIONS OF NOMINATION - MAGIC MILLIONS 2015 ADELAIDE YEARLING SALE

Auctioneer’s Licence No.: 2005419 1.

“The Sale” refers to any one or more of the following Sales for which a Lot is nominated, accepted and subject to the Vendor’s rights of withdrawal, offered for sale by way of auction conducted by principal Selling Agent, Magic Millions Sales Pty Limited (A.B.N 54 078 396 317) (“the Selling Agent); 1.1 the Magic Millions 2015 Adelaide Yearling Sale will be held at the Morphettville Sales Complex, Adelaide, South Australia from the 9th day till the 11th day of March, 2015.

2.

The Selling Agent is licensed under the Property Agents and Motor Dealers Act 2000 (“PAMD”) to conduct auctions of livestock; 3.

The Vendor wishes to have a Lot in the Sale. (A reference to ‘Lot’ includes ‘Lots’).

APPOINTMENT OF PROMOTER 4.

The Vendor agrees that all advertising, marketing and promotion in respect of the Sale (including his Lots in it) will be carried out by Magic Millions Promotions Pty Limited (ABN 41 088 197 200) ("the Promoter"), a company engaged in the business of promoting and marketing throughout the world, thoroughbred sales, races and related events, as well as performances, exhibitions, social events, conferences and events in the general entertainment industry and the Vendor hereby confirms the Promoter's appointment and role in that behalf by the Selling Agent.

VENDOR’S APPOINTMENT OF THE SELLING AGENT 5.

The Vendor (subject to his compliance with these conditions) hereby appoints and authorises the Selling Agent to: 5.1 act as the sole and exclusive agent of the Vendor to sell the Vendor’s Lot at the Sale, or where the Lot is not sold at the Sale, privately and outside of the auction at a price nominated by the Vendor at any time from the close of nominations to a date sixty (60) days after the Sale, and these conditions shall apply insofar as is possible, to such private Sale; 5.2 collect the full or any part of the purchase price including, if applicable, any GST for any Lot on behalf of the Vendor by means of cash, personal cheque, or otherwise by the Selling Agent at the Selling Agent’s discretion; 5.3 deliver any Lot sold on the Vendor’s behalf prior to full payment of the purchase price including, if applicable, any GST on said lot, such delivery being given by the Selling Agent at the Selling Agent’s absolute discretion; 5.4 determine in its absolute discretion whether any Lot is suitable for the Sale, the manner in which and the time and place at which the Sale is to be conducted, and whether the opinion of a Veterinary Surgeon at the Vendor’s cost should be obtained in respect of the condition of any Lot; 5.5 deduct and retain from the gross purchase price payable for any Lot, any commission, Nomination Fees or expenses owing to the Selling Agent, including any GST applicable thereon. These amounts will include but will not be limited to those referred to in Clauses 9, 10 and 11 of these Conditions; 5.6 return the Lot to the Vendor if a sale is not effected or any account of the Vendor is not settled within seven (7) days of the Sale Date, or at any extended date by approval of the Vendor; 5.7 detain a passed-in Lot or a Lot bought back by the Vendor until all sale charges and if applicable GST are paid, the Selling Agent being entitled to exercise a lien in respect of any outstanding fees commissions, GST or charges; 5.8 disclose the name, description and address of the Vendor to a bidder or Purchaser if it considers it appropriate, or in the case of any dispute touching on any sale of a Lot. In every case it is agreed that the remedy of the Purchaser shall be against the Vendor and not under any circumstances against the Selling Agent; 5.9 accept the rescission of any sale, allow any purchaser an extension of time for payment, or agree to any variation of the Conditions of Sale in the Sales Catalogue on behalf of the Vendor should the Selling Agent decide in its absolute discretion that any such action is justified; 5.10 bid up to the reserve price as set by the Vendor without incurring any liability to the Vendor in the event of the Lot not selling.

5.11 the Vendor agrees that the Selling Agent reserves the right to:5.11.1 reject any nomination at any time for such reason as the Selling Agent shall deem appropriate, in its sole discretion, and the Selling Agent shall then return any nomination fee paid only if the rejection is without reasonable cause; 5.11.2 determine the order of sale of all entries; 5.11.3 assign stabling facilities in its sole discretion and the Selling Agent shall have no obligation to assign the same or similar stabling facilities which may have been assigned to the Vendor at previous Sales; 5.11.4 set a minimum bid (upset price) for the horses sold in this Sale, in its sole discretion; 5.11.5 refuse to sell any horse by auction if the Selling Agent has knowledge that the said horse has been sold privately prior to said auction.

6.

The Selling Agent shall pay the proceeds of the Sale including any applicable GST to the person or persons nominated as the person to be paid such proceeds, on the Official Nomination Form, whose receipt shall be a sufficient discharge of the Selling Agent’s obligations in respect of such proceeds.

7.

All nominations for the Sale must be submitted on the Official Nomination Form, a copy of which is attached to these conditions, duly signed by the Vendor or for and on behalf of the Vendor by the Vendor’s Agent. The Official Nomination Form must reach the office of the Selling Agent (PO Box 100, Park Holme, South Australia, 5043) by no later than the specified closing date.

8.

Subject to the Vendor executing this Nomination Form prior to the offering for sale of a Lot by the Selling Agent, the Selling Agent is exempted from the requirement of Chapter 12 of the PAMD from maintaining a trust account for the deposit of the proceeds of sale of the Vendor’s Lot and the Vendor acknowledges the existence of such exemption; COMMISSIONS DUE TO THE SELLING AGENT 9.

The Vendor will pay the following amounts to the Selling Agent:9.1 a commission at the rate of 6.6% (inclusive of GST) on any lot sold or bought back by the Vendor; or 9.2 save that in the event a Lot, which is a Yearling, is sold or bought back for an amount in excess of $200,000 the rate of commission for the part of the price in excess of $200,000 is reduced by 2.2% (inclusive of GST) for the Sales referred to in 1.1; or 9.3 in the event that any Lot is not sold or bought back by the Vendor, a commission at the rate of 2.75% (inclusive of GST) on the Reserve Price of any passed-in Lot. FEES AND CHARGES DUE TO THE PROMOTER 10. The Vendor will pay the following fees and charges to the Promoter in respect of its promoting and marketing of the auction sale and the race series:10.1 a promotional fee equivalent to an amount being 2.75% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor, for the Sales referred to in 1.1 and; 10.2 the Nomination Fee (including GST) as specified on the Official Nomination Form and; 10.3 the Nomination Fee (including GST) will be invoiced on Written Acceptance of the Lot into the Sales referred to in 1.1 and; 10.4 the Nomination Fee (including GST) must be paid for in full within fourteen (14) days of invoicing.

The Vendor will not be entitled to any refund in respect of any payment pursuant to these Conditions for the Promoter save as is expressly provided by these Conditions.

THOROUGHBRED BREEDERS AUSTRALIA LIMITED (TBA) LEVY 11. The Vendor hereby irrevocably authorises the Selling Agent to deduct a marketing levy on behalf of the Thoroughbred Breeders Australia Ltd (TBA) in the amount of 0.385% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor. The marketing levy will be forwarded by the Selling Agent to the Thoroughbred Breeders Australia Ltd (TBA) within forty two (42) days of all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot. VENDOR’S OBLIGATIONS AND WARRANTIES 12. Any Lot accepted for the Sale shall be submitted to the representatives of the Selling Agent for inspection and all Lots must meet the requirements of the Australian Stud Book at the Vendor’s cost and expense.

13. The Vendor shall indemnify and hereby indemnifies the Selling Agent against any claim by a Purchaser or any other person arising out of the Vendor’s failure to comply with the Australian Stud Book requirements (including any payment of fees and GST if applicable). The Vendor acknowledges that the Selling Agent is entitled to a reasonable fee for any work done to ensure the Vendor’s compliance with the Australian Stud Book requirements.

14. The Vendor shall supply to the Selling Agent all documents required for the transfer of ownership of any Lot sold within seven (7) days of the conclusion of the Sale. Should the Vendor not deliver such documents to the Selling Agent within the said time limit, the Vendor irrevocably authorises the Selling Agent to order a new / replacement set of documents at the Vendor’s cost and expense.

15. The Vendor shall be responsible for verifying the accuracy of all information published in the Sale Catalogue and warrants to the Selling Agent and any Purchaser the accuracy of such information except where the Vendor notifies the Selling Agent in writing of any inaccuracy in such information prior to the date of the Sale.

16. The Vendor or his duly authorised representative shall be present at the Sale venue at all times during which the Sale is being conducted and shall immediately correct any incorrect statements or representations made by the Selling Agent regarding any Lot for which the Vendor or his agent is responsible, failing which correction the Vendor shall be deemed to authorise the statement and warrant to the Selling Agent and any Purchaser the truth of any statements or representations made by the Selling Agent.

17. The Vendor will produce for the Sale a Lot without any obvious physical defects. Should the Selling Agent be of the opinion that a Lot is not suitable for sale, it has the right at its absolute discretion, to withdraw the Lot from the Sale, remove it from the grounds, and consign it to the address of the Vendor as it appears on the Official Nomination Form, at the Vendor’s risk and expense.

18. The Vendor warrants to the Selling Agent that he is the true owner of the Lot nominated for the Sale or is duly authorised to sell the Lot on the owner's behalf and that it is able to transfer good title to the Lot free from any mortgage, lien, charge, bill of sale (whether registered or not) or security interest as defined in the Personal Property Securities Act 2009 (“the PPSA”), and any other adverse interest except where such interest has been notified in writing to the Selling Agent prior to the Sale and such interest has been acknowledged by the Selling Agent. The Vendor irrevocably authorises the Selling Agent to register its interest in each Lot against such Lot and the Vendor to secure payments owing to the Selling Agent by the Vendor or payments made by the Selling Agent to the Vendor on account of the purchase price where the Purchaser of a Lot has not paid all or part of the purchase price. If the owner of the Lot is a company, the Vendor warrants and represents to the Selling Agent that there are no fixed charges affecting the Lot, that there are no floating charges affecting the Lot or such charges are not in default, and that the Vendor and no officer thereof is aware of any circumstances by which any floating charge in relation to the Vendor may have crystallised. The Vendor warrants and represents that the Lot is being sold in the ordinary course of business.

19. Except as disclosed in writing to the Selling Agent prior to the Sale, the Lot nominated for the Sale shall be free of any symptoms associated with windsucking, wobbling, roaring, impaired vision, botulism, equine morbillivirus (Hendra virus), nipah virus or any other virus.

20. Except as disclosed in writing to the Selling Agent prior to the Sale, the Vendor warrants that all male animals have not had one or both testes removed, save insofar as such circumstance has been disclosed to the Selling Agent prior to the Sale of such animal.

21. In the event that the Selling Agent cancels the Sale the Vendor has no claim against the Selling Agent for damages or costs or expenses other than the repayment of the Nomination Fees paid by the Vendor or save as is expressly provided for by these conditions.

22. Any Lot nominated for the Sale cannot be withdrawn by the Vendor, after the assigning of the horse's lot number for the Sale Catalogue, without the forfeiture of the Nomination Fee, except in the event of injury, death or illness of the Lot. Apart from death of a Lot (in which case the Nomination Fee shall be refunded in full), in all cases of alleged injury or illness if the Vendor at his expense produces a Veterinary Certificate, within thirty (30) days from the completion of the

20

23.

24.

25.

26.

27.

28.

29.

30.

30.1 30.2 30.3 30.4 30.5 30.6 31.

32.

33.

34.

35.

36.

37.

37.1 37.2 38.

39.

40.

41.

41.1 41.2

41.3 42.

43.

44.

45.

46.

47.

48.

49.

50.

51.

52.

53.

Sale, confirming the existence of the injury or illness alleged, two thirds of the Nomination Fee shall be refunded.

Should the Vendor not produce an acceptable Veterinary Certificate, the Vendor shall pay to the Selling Agent 6.6% (inc.

GST) of the median sale price for the Selling Session in which the withdrawn Lot was listed, as liquidated damages, in addition to the Nomination Fee. The Vendor acknowledges that by execution of this Nomination Form that the Selling Agent distributes its Sale Catalogue on a worldwide basis to thousands of potential Purchasers who make arrangements to be present at the Sale because of Lots listed in the Sales Catalogue and acknowledges the credibility of the Sale is diminished if catalogued Lots are withdrawn without good and valid excuse.

Should the Vendor sell privately any Lot accepted for the Sale during the period from the Closing Date for Nominations until sixty (60) days after the Sale (the Agency Period), the Vendor shall promptly pay to the Promoter and Selling Agent an amount equal to the total charges including GST set out in Clauses 9, 10 and 11 of these Conditions.

The Vendor shall comply in all respects with the rules of the Sales Complex displayed within the office block at the Sales Complex.

In respect of any description used in, or in connection with the Sale the parties hereto agree that the expression ‘colt’ includes rig or crypt orchid, namely male animals in which one or both testes have not descended into the scrotum from the abdomen.

Any Lot entered by the Vendor (including its storage by the Selling Agent) shall be at the Vendor’s sole risk and expense notwithstanding any negligence on the part of the Selling Agent and the Vendor indemnifies the Selling Agent against all claims, actions, loss, damages, costs and expenses incurred including stabling and feed.

The Vendor agrees to be bound by the Conditions of Sale as printed in the Sale Catalogue, including any variations made thereto at the absolute discretion of the Selling Agent.

The Vendor shall promptly advise the Selling Agent of any credit arrangements made with a Purchaser of a Lot (which shall be at the Selling Agent’s discretion) and shall sign an acknowledgment of such arrangements as directed by the Selling Agent.

The Vendor acknowledges that the Selling Agent acts merely as agent for the Vendor and gives no warranty that any Purchaser will complete a purchase in accordance with the Conditions of Sale, nor is the Selling Agent under any liability in respect of the Sale should the Purchaser fail to complete their purchase save as is expressly provided in these conditions.

Subject to the Conditions of Sale printed in the Sale Catalogue, if the Selling Agent delivers any Lot to the Purchaser of that Lot prior to the Selling Agent having received payment by cash or otherwise for the Lot, the Selling Agent will use its best endeavours to secure the performance by the Purchaser of its obligation to pay the purchase price and any applicable GST except where: the Selling Agent has formed the opinion that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot; the Vendor enters into any credit arrangement or terms with the Purchaser; the Sale is terminated or unenforceable for any reason; the Vendor agrees to any variation of the normal terms of the contract for the purchase of his Lot (including without limitation terms as to the time for payment) without the prior written consent of the Selling Agent; the Vendor consents to the delivery of the Lot by the Selling Agent; the Vendor has not paid any monies due and owing by the Vendor to the Selling Agent on any account whatever.

The liability of the Selling Agent pursuant to, or incidental to, its appointment in respect of any Lot shall be limited to the purchase price accepted by the Selling Agent as the price payable less any monies owing to the Selling Agent by the Vendor on any account, including any GST applicable thereon.

The Vendor agrees that if the Selling Agent pays to the Vendor any amount in respect of the purchase price and if applicable GST for any Lot prior to the Selling Agent receiving from the Purchaser the full purchase price including any applicable GST of the Lot and/or the honouring of all the bills of exchange tendered in respect thereto, the Vendor shall immediately execute and deliver to the Selling Agent authorities and documents in such form as the Selling Agent in its absolute discretion requires, so as to secure and authorise the Selling Agent to exercise through or on behalf of the Vendor all rights which the Vendor may have in respect of the Lot and/or any bill of exchange or other right held by the Vendor in his own right.

The Selling Agent guarantees to the Vendor that payment will be forwarded to the Vendor within forty two (42) days from the end of the Magic Millions 2015 Adelaide Yearling Sale, all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot but subject to the Selling Agent’s right to withhold payment of all or part of the proceeds of such sale where the Selling Agent concludes that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot. The Vendor acknowledges that if the Vendor suffers a loss as a result of a failure by the Selling Agent to account to the Vendor for all or any part of the sale proceeds of the Vendor’s Lot, the Vendor does not have a right of compensation from the Claim Fund under the PAMD. The Vendor agrees that the Selling Agent may assign the benefit of all nominations to the Sale to such third person, as the Selling Agent may determine and the Vendor agrees to be bound by the terms of such assignment.

The Vendor agrees to indemnify and hereby indemnifies the Selling Agent against all loss, damage, costs and expenses of whatever nature incurred by the Selling Agent directly or indirectly as the result of the Vendor’s non-compliance with any of the Conditions of Nomination or the Conditions of Sale.

The Vendor agrees that the Nomination Fee remains a debt due and payable by the Vendor to the Selling Agent from the date of nomination (that is to say, at the date when the Lot is nominated) of any Lot notwithstanding the withdrawal of the Lot from the Sale and the Vendor acknowledges and agrees that the only basis upon which he may claim a repayment of the Nomination Fees from the Selling Agent is: if the Selling Agent cancels the Sale in accordance with Clause 21 of these Conditions, or if the Lot is rejected in accordance with Clause 17 of these Conditions, or is not included in the Sale Catalogue.

The Vendor acknowledges that the duties and rights of the Selling Agent under these Conditions, are severable and independent and any monies paid to either of them are payments to which they are entitled in their own right pursuant to these Conditions.

In the event that any provision is unlawful or void, the parties agree that these conditions shall be construed so far as is possible so that the unlawful or void portion is an independent promise and is severable from the other conditions.

Where such unlawful or void portion relates to any provision for fees or remuneration including if applicable GST then a term will be implied (so far as the law permits) that reasonable remuneration and expenses including if applicable GST will be payable for any services rendered by or on behalf of the Selling Agent to the Vendor.

The Selling Agent does not assume any responsibility for exporting horses.

The Vendor accepts, confirms and acknowledges the following: the Selling Agent accepts no liability for any GST liability arising as between the Purchaser, the Vendor and the ATO in respect of any Lot sold by way of auction or private treaty; that each Lot offered for sale will be invoiced with GST added to the sale price in the event that the Vendor is registered for GST; In the event that the horse is purchased by a non-resident who is not registered for GST and that purchaser executes the required Magic Millions Export Declaration Form, the vendor acknowledges that subject to the export provisions as approved by the ATO this horse may be sold on a zero-rated basis at which time no GST will be charged on the invoice. for the purpose of the GST Law the Vendor, not the Selling Agent, is the “supplier” and is responsible for determining whether the Purchaser is registered or required to be registered for GST purposes and that the Purchaser satisfies the requirements of the ATO as regards the export of a Lot. The Vendor acknowledges that the Selling Agent acts as agent for the Magic Millions Sales Partnership (ABN 99 519 379 694).

The Vendor acknowledges that the Selling Agent will make available a Repository at the complex for the purpose of the storing and examination of x-rays, physical or digital, and other records required by the Terms and Conditions of the Repository or the relevant Sale Catalogue. The Vendor further acknowledges the Terms and Conditions of the Repository and agrees to be bound by these Terms and Conditions. The relevant Terms and Conditions will be displayed in the Repository and are available from the Selling Agent on request.

The Vendor accepts and acknowledges that prior to executing this Nomination Form, the Selling Agent has advised the Vendor that he should seek independent legal advice before signing this Nomination Form.

By executing this Nomination Form, the Vendor hereby appoints the Selling Agent’s auctioneer to auction the Lot on behalf of the Vendor. The Vendor acknowledges having received a copy of this Nomination Form and in particular acknowledges his appointment of the auctioneer.

In the event that the Selling Agent, for whatever reason, pays to the Vendor, the amount due to the Vendor pursuant to Clauses 5 and 6 of the Conditions of this Nomination Form prior to receiving payment for the Vendor’s Lot from the Purchaser, the Vendor assigns to the Selling Agent all the Vendor’s interest in the Lot to the Selling Agent or the Selling Agent’s nominee.

The Vendor acknowledges the existence of the Australian Thoroughbred Sales Code (“the Code”). The Selling Agent recommends that the Vendor acquaint themselves with the Code.

Notwithstanding any other term or condition contained in these Conditions of Sale, the Vendor hereby irrevocably authorises and directs the Selling Agent to pay the Selling Agent out of the sale proceeds of any Lot, any amount that may be due and owing to the Selling Agent prior to this Sale. For the sake of certainty, the Vendor assigns to the Selling Agent any irrevocable authority rights in favour of the Vendor where a Lot owned by the Vendor has been submitted for sale at this Sale by a party other than the Vendor. The Vendor appoints the Managing Director of the Selling Agent, from time to time, its attorney to do all things necessary and execute all documents to give effect to these Conditions of Sale.

Where the Vendor (in the reasonable opinion of the Selling Agent) is in any way or in any capacity (by virtue of directorship, shareholding, trustee, beneficiary or otherwise) involved with or related to a Purchaser of a Lot offered for sale by the Vendor and the Vendor owes the Selling Agent any monies with respect to that Lot or any other lot, the Selling Agent may, in its absolute discretion, retain all or part of the purchase price paid by the Purchaser and apply the same to the debt owed by the Vendor to the Selling Agent. In such case the Selling Agent may, in its absolute discretion, refuse to pay out the Vendor for the purchase price for the Lot prior to receiving payment in full for the Lot from the Purchaser.

The Vendor and the Purchaser indemnify and will keep indemnified the Selling Agent and the Promoter against any claim arising out of any telephone directions or instructions given by the Vendor and/or the Purchaser or their agents, consultants or employees, to the Selling Agent or the Promoter or their agents, consultants or employees, on or before the sale of any Lot where, for any reason, such telephone instructions are misinterpreted or not acted upon, for whatever reason, by the Selling Agent or the Promoter.

Notwithstanding Condition 26, all persons who attend the Sale do so entirely at their own risk and neither Magic Millions Sales Pty Limited (ABN 54 078 396 317) nor Magic Millions Promotions Pty Limited (ABN 41 088 197 200) nor their subsidiaries, officers or agents for themselves and for those whom they act, assume or accept any responsibility or liability of whatever nature for any injury or damage whatsoever which may occur to any person or property.

The Vendor accepts and acknowledges and agrees that where a dispute arises between the Vendor and the Purchaser in relation to a Lot, this must be resolved between them only. The Lot cannot be returned to the Selling Agent or its stables.

Except as disclosed in writing to the Selling Agent prior to the nomination of the Lot, the Vendor warrants that the Lot has not been subject to any operative procedures prior to the nomination of the Lot, nor, has the Vendor been advised prior to the Sale that the Lot could or should be subject to any operative procedures. If prior to the Sale the warranty provided in the immediately preceding sentence is inaccurate in whole or in part the Vendor will immediately notify the Selling Agent in writing.

“This sale is a must attend auction for me. The horses I have purchased from the sale have produced fantastic results at great prices, including Doubtfilly (winner of nearly $700,000), Avaladyluck (winner of $230,000), Celestial Dragon (winner of $120,000).

It’s a terrific sale and I’ll certainly be back again next year.”

Stuart Kendrick, Kendrick Racing Stables

OVER H I G H E S T AVERAGING SCHEME-BA SED SALE IN AUSTRALIA

INDIVIDUAL BUYERS

MAGIC MILLIONS GOLD COAST MARCH YEARLING SALE 16 – 17 MARCH 2015 “It’s a sale I target each year because I know the quality of stock and the success I’ve had with the horses emerging from this sale are second to none. I have to look no further than my dual Group 1 winner SPIRIT OF BOOM which I purchased from this sale not so many years ago.”

Tony Gollan, Gollan Racing 21

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 24

MAGIC MILLIONS 2015 GOLD COAST MARCH YEARLING SALE Sire:

Colour:

Dam:

Foaling Date:

Dam Sire:

Brands:

Is this Yearling a foal share:

Yes

Sex: /

/ 2013

NS

No

OS

Brand Index Number:

Microchip: Location for Inspection: Email:

Postcode:

State:

Phone:

Contact Name:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Postcode:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: If NIL, please complete declaration below.

What is the percentage of GST ownership?:

Please tick one box:

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

OFFICE USE ONLY A/C CODE: 22

ENTRY ID:

GST STATUS:

/

/

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 25

MAGIC MILLIONS 2015 GOLD COAST MARCH YEARLING SALE Sire:

Colour:

Dam:

Foaling Date:

Dam Sire:

Brands:

Is this Yearling a foal share:

Yes

Sex: /

/ 2013

NS

No

OS

Brand Index Number:

Microchip: Location for Inspection: Email:

Postcode:

State:

Phone:

Contact Name:

TIP Name of vendor to appear in catalogue:

If entering multiple horses with one vendor, initially fill in the vendor details only and photocopy the entry form as many times as required, then continue to complete the remainder of the form.

Proceeds of sale

Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Cheque:

If EFT:

EFT:

Postcode:

Account:

BSB:

Payable to: Address: Suburb:

State:

Phone:

Fax:

Mobile:

Email:

Postcode:

Australian Business Number (ABN): If no ABN, Please complete the Declaration by a non GST registered Vendor, below

How many owners are in the horse?: If NIL, please complete declaration below.

What is the percentage of GST ownership?:

Please tick one box:

DECLARATION BY A NON GST REGISTERED VENDOR

Section (A) The supply is made to you in my capacity as an individual, and the supply is made in the course of an activity that is a private recreational pursuit or hobby, or is wholly of a private or domestic nature for me.

Section (B) The supply is made by us as an entity (other than an individual) and we are not carrying on an enterprise in Australia.

Section (C) I (or the supplier that I represent) am/is a non-resident who is not carrying on an enterprise in Australia.

Signed:

Dated:

Please complete all of the above details and sign below to acknowledge that you have read and agree to be bound by the CONDITIONS OF NOMINATION. Please DO NOT send payment with this Nomination Form. NO ENTRY WILL BE ACCEPTED IF NOT SIGNED AND ALL GST DETAILS COMPLETED.

NAME:

SIGNATURE:

DATE:

/

/

OFFICE USE ONLY A/C CODE:

ENTRY ID:

GST STATUS: 23

Yearling_Entry_Form_Booklet_Entry Form Booklet 17/06/2014 4:25 PM Page 26

CONDITIONS OF NOMINATION - MAGIC MILLIONS 2015 GOLD COAST MARCH YEARLING SALE

Auctioneer’s Licence No.: 2005419 1.

“The Sale” refers to any one or more of the following Sales for which a Lot is nominated, accepted and subject to the Vendor’s rights of withdrawal, offered for sale by way of auction conducted by principal Selling Agent, Magic Millions Sales Pty Limited (A.B.N 54 078 396 317) (“the Selling Agent); 1.1 the Magic Millions 2015 Gold Coast March Yearling Sale will be held at the Gold Coast Sales Complex, Bundall, Queensland from the 16th to 17th day of March, 2015.

2.

The Selling Agent is licensed under the Property Agents and Motor Dealers Act 2000 (“PAMD”) to conduct auctions of livestock; 3.

The Vendor wishes to have a Lot in the Sale. (A reference to ‘Lot’ includes ‘Lots’).

APPOINTMENT OF PROMOTER 4.

The Vendor agrees that all advertising, marketing and promotion in respect of the Sale (including his Lots in it) will be carried out by Magic Millions Promotions Pty Limited (ABN 41 088 197 200) ("the Promoter"), a company engaged in the business of promoting and marketing throughout the world, thoroughbred sales, races and related events, as well as performances, exhibitions, social events, conferences and events in the general entertainment industry and the Vendor hereby confirms the Promoter's appointment and role in that behalf by the Selling Agent.

VENDOR’S APPOINTMENT OF THE SELLING AGENT 5.

The Vendor (subject to his compliance with these conditions) hereby appoints and authorises the Selling Agent to: 5.1 act as the sole and exclusive agent of the Vendor to sell the Vendor’s Lot at the Sale, or where the Lot is not sold at the Sale, privately and outside of the auction at a price nominated by the Vendor at any time from the close of nominations to a date sixty (60) days after the Sale, and these conditions shall apply insofar as is possible, to such private Sale; 5.2 collect the full or any part of the purchase price including, if applicable, any GST for any Lot on behalf of the Vendor by means of cash, personal cheque, or otherwise by the Selling Agent at the Selling Agent’s discretion; 5.3 deliver any Lot sold on the Vendor’s behalf prior to full payment of the purchase price including, if applicable, any GST on said lot, such delivery being given by the Selling Agent at the Selling Agent’s absolute discretion; 5.4 determine in its absolute discretion whether any Lot is suitable for the Sale, the manner in which and the time and place at which the Sale is to be conducted, and whether the opinion of a Veterinary Surgeon at the Vendor’s cost should be obtained in respect of the condition of any Lot; 5.5 deduct and retain from the gross purchase price payable for any Lot, any commission, Nomination Fees or expenses owing to the Selling Agent, including any GST applicable thereon. These amounts will include but will not be limited to those referred to in Clauses 9, 10 and 11 of these Conditions; 5.6 return the Lot to the Vendor if a sale is not effected or any account of the Vendor is not settled within seven (7) days of the Sale Date, or at any extended date by approval of the Vendor; 5.7 detain a passed-in Lot or a Lot bought back by the Vendor until all sale charges and if applicable GST are paid, the Selling Agent being entitled to exercise a lien in respect of any outstanding fees commissions, GST or charges; 5.8 disclose the name, description and address of the Vendor to a bidder or Purchaser if it considers it appropriate, or in the case of any dispute touching on any sale of a Lot. In every case it is agreed that the remedy of the Purchaser shall be against the Vendor and not under any circumstances against the Selling Agent; 5.9 accept the rescission of any sale, allow any purchaser an extension of time for payment, or agree to any variation of the Conditions of Sale in the Sales Catalogue on behalf of the Vendor should the Selling Agent decide in its absolute discretion that any such action is justified; 5.10 bid up to the reserve price as set by the Vendor without incurring any liability to the Vendor in the event of the Lot not selling.

5.11 the Vendor agrees that the Selling Agent reserves the right to:5.11.1 reject any nomination at any time for such reason as the Selling Agent shall deem appropriate, in its sole discretion, and the Selling Agent shall then return any nomination fee paid only if the rejection is without reasonable cause; 5.11.2 determine the order of sale of all entries; 5.11.3 assign stabling facilities in its sole discretion and the Selling Agent shall have no obligation to assign the same or similar stabling facilities which may have been assigned to the Vendor at previous Sales; 5.11.4 set a minimum bid (upset price) for the horses sold in this Sale, in its sole discretion; 5.11.5 refuse to sell any horse by auction if the Selling Agent has knowledge that the said horse has been sold privately prior to said auction.

6.

The Selling Agent shall pay the proceeds of the Sale including any applicable GST to the person or persons nominated as the person to be paid such proceeds, on the Official Nomination Form, whose receipt shall be a sufficient discharge of the Selling Agent’s obligations in respect of such proceeds.

7.

All nominations for the Sale must be submitted on the Official Nomination Form, a copy of which is attached to these conditions, duly signed by the Vendor or for and on behalf of the Vendor by the Vendor’s Agent. The Official Nomination Form must reach the office of the Selling Agent (PO Box 5246, Gold Coast Mail Centre, Queensland, 9726) by no later than the specified closing date.

8.

Subject to the Vendor executing this Nomination Form prior to the offering for sale of a Lot by the Selling Agent, the Selling Agent is exempted from the requirement of Chapter 12 of the PAMD from maintaining a trust account for the deposit of the proceeds of sale of the Vendor’s Lot and the Vendor acknowledges the existence of such exemption; COMMISSIONS DUE TO THE SELLING AGENT 9.

The Vendor will pay the following amounts to the Selling Agent:9.1 a commission at the rate of 6.6% (inclusive of GST) on any lot sold or bought back by the Vendor; or 9.2 save that in the event a Lot, which is a Yearling, is sold or bought back for an amount in excess of $200,000 the rate of commission for the part of the price in excess of $200,000 is reduced by 2.2% (inclusive of GST) for the Sales referred to in 1.1; or 9.3 in the event that any Lot is not sold or bought back by the Vendor, a commission at the rate of 2.75% (inclusive of GST) on the Reserve Price of any passed-in Lot. FEES AND CHARGES DUE TO THE PROMOTER 10. The Vendor will pay the following fees and charges to the Promoter in respect of its promoting and marketing of the auction sale and the race series:10.1 a promotional fee equivalent to an amount being 2.75% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor, for the Sales referred to in 1.1 and; 10.2 the Nomination Fee (including GST) as specified on the Official Nomination Form and; 10.3 the Nomination Fee (including GST) will be invoiced on Written Acceptance of the Lot into the Sales referred to in 1.1 and; 10.4 the Nomination Fee (including GST) must be paid for in full within fourteen (14) days of invoicing.

The Vendor will not be entitled to any refund in respect of any payment pursuant to these Conditions for the Promoter save as is expressly provided by these Conditions.

THOROUGHBRED BREEDERS AUSTRALIA LIMITED (TBA) LEVY 11. The Vendor hereby irrevocably authorises the Selling Agent to deduct a marketing levy on behalf of the Thoroughbred Breeders Australia Ltd (TBA) in the amount of 0.385% (inclusive of GST) of the sale price of any Lot sold or bought back by the Vendor.

The marketing levy will be forwarded by the Selling Agent to the Thoroughbred Breeders Australia Ltd (TBA) within forty two (42) days of all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot. VENDOR’S OBLIGATIONS AND WARRANTIES 12. Any Lot accepted for the Sale shall be submitted to the representatives of the Selling Agent for inspection and all Lots must meet the requirements of the Australian Stud Book at the Vendor’s cost and expense.

13. The Vendor shall indemnify and hereby indemnifies the Selling Agent against any claim by a Purchaser or any other person arising out of the Vendor’s failure to comply with the Australian Stud Book requirements (including any payment of fees and GST if applicable). The Vendor acknowledges that the Selling Agent is entitled to a reasonable fee for any work done to ensure the Vendor’s compliance with the Australian Stud Book requirements.

14. The Vendor shall supply to the Selling Agent all documents required for the transfer of ownership of any Lot sold within seven (7) days of the conclusion of the Sale. Should the Vendor not deliver such documents to the Selling Agent within the said time limit, the Vendor irrevocably authorises the Selling Agent to order a new / replacement set of documents at the Vendor’s cost and expense.

15. The Vendor shall be responsible for verifying the accuracy of all information published in the Sale Catalogue and warrants to the Selling Agent and any Purchaser the accuracy of such information except where the Vendor notifies the Selling Agent in writing of any inaccuracy in such information prior to the date of the Sale.

16. The Vendor or his duly authorised representative shall be present at the Sale venue at all times during which the Sale is being conducted and shall immediately correct any incorrect statements or representations made by the Selling Agent regarding any Lot for which the Vendor or his agent is responsible, failing which correction the Vendor shall be deemed to authorise the statement and warrant to the Selling Agent and any Purchaser the truth of any statements or representations made by the Selling Agent.

17. The Vendor will produce for the Sale a Lot without any obvious physical defects. Should the Selling Agent be of the opinion that a Lot is not suitable for sale, it has the right at its absolute discretion, to withdraw the Lot from the Sale, remove it from the grounds, and consign it to the address of the Vendor as it appears on the Official Nomination Form, at the Vendor’s risk and expense.

18. The Vendor warrants to the Selling Agent that he is the true owner of the Lot nominated for the Sale or is duly authorised to sell the Lot on the owner's behalf and that it is able to transfer good title to the Lot free from any mortgage, lien, charge, bill of sale (whether registered or not) or security interest as defined in the Personal Property Securities Act 2009 (“the PPSA”), and any other adverse interest except where such interest has been notified in writing to the Selling Agent prior to the Sale and such interest has been acknowledged by the Selling Agent. The Vendor irrevocably authorises the Selling Agent to register its interest in each Lot against such Lot and the Vendor to secure payments owing to the Selling Agent by the Vendor or payments made by the Selling Agent to the Vendor on account of the purchase price where the Purchaser of a Lot has not paid all or part of the purchase price. If the owner of the Lot is a company, the Vendor warrants and represents to the Selling Agent that there are no fixed charges affecting the Lot, that there are no floating charges affecting the Lot or such charges are not in default, and that the Vendor and no officer thereof is aware of any circumstances by which any floating charge in relation to the Vendor may have crystallised. The Vendor warrants and represents that the Lot is being sold in the ordinary course of business.

19. Except as disclosed in writing to the Selling Agent prior to the Sale, the Lot nominated for the Sale shall be free of any symptoms associated with windsucking, wobbling, roaring, impaired vision, botulism, equine morbillivirus (Hendra virus), nipah virus or any other virus.

20. Except as disclosed in writing to the Selling Agent prior to the Sale, the Vendor warrants that all male animals have not had one or both testes removed, save insofar as such circumstance has been disclosed to the Selling Agent prior to the Sale of such animal.

21. In the event that the Selling Agent cancels the Sale the Vendor has no claim against the Selling Agent for damages or costs or expenses other than the repayment of the Nomination Fees paid by the Vendor or save as is expressly provided for by these conditions.

22. Any Lot nominated for the Sale cannot be withdrawn by the Vendor, after the assigning of the horse's lot number for the Sale Catalogue, without the forfeiture of the Nomination Fee, except in the event of injury, death or illness of the Lot. Apart from death of a Lot (in which case the Nomination Fee shall be refunded in full), in all cases of alleged injury or illness if the Vendor at his expense produces a Veterinary Certificate, within thirty (30) days from the completion of the Sale, confirming the

24

23.

24.

25.

26.

27.

28.

29.

30.

30.1 30.2 30.3 30.4 30.5 30.6 31.

32.

33.

34.

35.

36.

37.

37.1 37.2 38.

39.

40.

41.

41.1 41.2

41.3 42.

43.

44.

45.

46.

47.

48.

49.

50.

51.

52.

53.

54.

existence of the injury or illness alleged, two thirds of the Nomination Fee shall be refunded. Should the Vendor not produce an acceptable Veterinary Certificate, the Vendor shall pay to the Selling Agent 6.6% (inc. GST) of the median sale price for the Selling Session in which the withdrawn Lot was listed, as liquidated damages, in addition to the Nomination Fee. The Vendor acknowledges that by execution of this Nomination Form that the Selling Agent distributes its Sale Catalogue on a worldwide basis to thousands of potential Purchasers who make arrangements to be present at the Sale because of Lots listed in the Sales Catalogue and acknowledges the credibility of the Sale is diminished if catalogued Lots are withdrawn without good and valid excuse.

Should the Vendor sell privately any Lot accepted for the Sale during the period from the Closing Date for Nominations until sixty (60) days after the Sale (the Agency Period), the Vendor shall promptly pay to the Promoter and Selling Agent an amount equal to the total charges including GST set out in Clauses 9, 10 and 11 of these Conditions.

The Vendor shall comply in all respects with the rules of the Sales Complex displayed within the office block at the Sales Complex.

In respect of any description used in, or in connection with the Sale the parties hereto agree that the expression ‘colt’ includes rig or crypt orchid, namely male animals in which one or both testes have not descended into the scrotum from the abdomen.

Any Lot entered by the Vendor (including its storage by the Selling Agent) shall be at the Vendor’s sole risk and expense notwithstanding any negligence on the part of the Selling Agent and the Vendor indemnifies the Selling Agent against all claims, actions, loss, damages, costs and expenses incurred including stabling and feed.

The Vendor agrees to be bound by the Conditions of Sale as printed in the Sale Catalogue, including any variations made thereto at the absolute discretion of the Selling Agent.

The Vendor shall promptly advise the Selling Agent of any credit arrangements made with a Purchaser of a Lot (which shall be at the Selling Agent’s discretion) and shall sign an acknowledgment of such arrangements as directed by the Selling Agent.

The Vendor acknowledges that the Selling Agent acts merely as agent for the Vendor and gives no warranty that any Purchaser will complete a purchase in accordance with the Conditions of Sale, nor is the Selling Agent under any liability in respect of the Sale should the Purchaser fail to complete their purchase save as is expressly provided in these conditions.

Subject to the Conditions of Sale printed in the Sale Catalogue, if the Selling Agent delivers any Lot to the Purchaser of that Lot prior to the Selling Agent having received payment by cash or otherwise for the Lot, the Selling Agent will use its best endeavours to secure the performance by the Purchaser of its obligation to pay the purchase price and any applicable GST except where: the Selling Agent has formed the opinion that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot; the Vendor enters into any credit arrangement or terms with the Purchaser; the Sale is terminated or unenforceable for any reason; the Vendor agrees to any variation of the normal terms of the contract for the purchase of his Lot (including without limitation terms as to the time for payment) without the prior written consent of the Selling Agent; the Vendor consents to the delivery of the Lot by the Selling Agent; the Vendor has not paid any monies due and owing by the Vendor to the Selling Agent on any account whatever.

The liability of the Selling Agent pursuant to, or incidental to, its appointment in respect of any Lot shall be limited to the purchase price accepted by the Selling Agent as the price payable less any monies owing to the Selling Agent by the Vendor on any account, including any GST applicable thereon.

The Vendor agrees that if the Selling Agent pays to the Vendor any amount in respect of the purchase price and if applicable GST for any Lot prior to the Selling Agent receiving from the Purchaser the full purchase price including any applicable GST of the Lot and/or the honouring of all the bills of exchange tendered in respect thereto, the Vendor shall immediately execute and deliver to the Selling Agent authorities and documents in such form as the Selling Agent in its absolute discretion requires, so as to secure and authorise the Selling Agent to exercise through or on behalf of the Vendor all rights which the Vendor may have in respect of the Lot and/or any bill of exchange or other right held by the Vendor in his own right.

The Selling Agent guarantees to the Vendor that payment will be forwarded to the Vendor within forty two (42) days from the end of the Magic Millions 2015 Gold Coast March Yearling Sale, all monies due and owing to the Vendor pursuant to the sale of the Vendor’s Lot but subject to the Selling Agent’s right to withhold payment of all or part of the proceeds of such sale where the Selling Agent concludes that there is a bona fide dispute between the Vendor and the Purchaser as to the Purchaser’s obligation to pay for the Lot. The Vendor acknowledges that if the Vendor suffers a loss as a result of a failure by the Selling Agent to account to the Vendor for all or any part of the sale proceeds of the Vendor’s Lot, the Vendor does not have a right of compensation from the Claim Fund under the PAMD. The Vendor agrees that the Selling Agent may assign the benefit of all nominations to the Sale to such third person, as the Selling Agent may determine and the Vendor agrees to be bound by the terms of such assignment.

The Vendor agrees to indemnify and hereby indemnifies the Selling Agent against all loss, damage, costs and expenses of whatever nature incurred by the Selling Agent directly or indirectly as the result of the Vendor’s non-compliance with any of the Conditions of Nomination or the Conditions of Sale.

The Vendor agrees that the Nomination Fee remains a debt due and payable by the Vendor to the Selling Agent from the date of nomination (that is to say, at the date when the Lot is nominated) of any Lot notwithstanding the withdrawal of the Lot from the Sale and the Vendor acknowledges and agrees that the only basis upon which he may claim a repayment of the Nomination Fees from the Selling Agent is: if the Selling Agent cancels the Sale in accordance with Clause 21 of these Conditions, or if the Lot is rejected in accordance with Clause 17 of these Conditions, or is not included in the Sale Catalogue.

The Vendor acknowledges that the duties and rights of the Selling Agent under these Conditions, are severable and independent and any monies paid to either of them are payments to which they are entitled in their own right pursuant to these Conditions.

In the event that any provision is unlawful or void, the parties agree that these conditions shall be construed so far as is possible so that the unlawful or void portion is an independent promise and is severable from the other conditions. Where such unlawful or void portion relates to any provision for fees or remuneration including if applicable GST then a term will be implied (so far as the law permits) that reasonable remuneration and expenses including if applicable GST will be payable for any services rendered by or on behalf of the Selling Agent to the Vendor.

The Selling Agent does not assume any responsibility for exporting horses.

The Vendor accepts, confirms and acknowledges the following: the Selling Agent accepts no liability for any GST liability arising as between the Purchaser, the Vendor and the ATO in respect of any Lot sold by way of auction or private treaty; that each Lot offered for sale will be invoiced with GST added to the sale price in the event that the Vendor is registered for GST; In the event that the horse is purchased by a non-resident who is not registered for GST and that purchaser executes the required Magic Millions Export Declaration Form, the vendor acknowledges that subject to the export provisions as approved by the ATO this horse may be sold on a zero-rated basis at which time no GST will be charged on the invoice. for the purpose of the GST Law the Vendor, not the Selling Agent, is the “supplier” and is responsible for determining whether the Purchaser is registered or required to be registered for GST purposes and that the Purchaser satisfies the requirements of the ATO as regards the export of a Lot. The Vendor acknowledges that the Selling Agent acts as agent for the Magic Millions Sales Partnership (ABN 99 519 379 694).

The Vendor acknowledges that the Selling Agent will make available a Repository at the complex for the purpose of the storing and examination of x-rays, physical or digital, and other records required by the Terms and Conditions of the Repository or the relevant Sale Catalogue. The Vendor further acknowledges the Terms and Conditions of the Repository and agrees to be bound by these Terms and Conditions. The relevant Terms and Conditions will be displayed in the Repository and are available from the Selling Agent on request.

The Vendor accepts and acknowledges that prior to executing this Nomination Form, the Selling Agent has advised the Vendor that he should seek independent legal advice before signing this Nomination Form.

By executing this Nomination Form, the Vendor hereby appoints the Selling Agent’s auctioneer to auction the Lot on behalf of the Vendor. The Vendor acknowledges having received a copy of this Nomination Form and in particular acknowledges his appointment of the auctioneer.

In the event that the Selling Agent, for whatever reason, pays to the Vendor, the amount due to the Vendor pursuant to Clauses 5 and 6 of the Conditions of this Nomination Form prior to receiving payment for the Vendor’s Lot from the Purchaser, the Vendor assigns to the Selling Agent all the Vendor’s interest in the Lot to the Selling Agent or the Selling Agent’s nominee.

The Vendor acknowledges the existence of the Australian Thoroughbred Sales Code (“the Code”). The Selling Agent recommends that the Vendor acquaint themselves with the Code.

Notwithstanding any other term or condition contained in these Conditions of Sale, the Vendor hereby irrevocably authorises and directs the Selling Agent to pay the Selling Agent out of the sale proceeds of any Lot, any amount that may be due and owing to the Selling Agent prior to this Sale. For the sake of certainty, the Vendor assigns to the Selling Agent any irrevocable authority rights in favour of the Vendor where a Lot owned by the Vendor has been submitted for sale at this Sale by a party other than the Vendor. The Vendor appoints the Managing Director of the Selling Agent, from time to time, its attorney to do all things necessary and execute all documents to give effect to these Conditions of Sale.

Where the Vendor (in the reasonable opinion of the Selling Agent) is in any way or in any capacity (by virtue of directorship, shareholding, trustee, beneficiary or otherwise) involved with or related to a Purchaser of a Lot offered for sale by the Vendor and the Vendor owes the Selling Agent any monies with respect to that Lot or any other lot, the Selling Agent may, in its absolute discretion, retain all or part of the purchase price paid by the Purchaser and apply the same to the debt owed by the Vendor to the Selling Agent. In such case the Selling Agent may, in its absolute discretion, refuse to pay out the Vendor for the purchase price for the Lot prior to receiving payment in full for the Lot from the Purchaser.

The Vendor and the Purchaser indemnify and will keep indemnified the Selling Agent and the Promoter against any claim arising out of any telephone directions or instructions given by the Vendor and/or the Purchaser or their agents, consultants or employees, to the Selling Agent or the Promoter or their agents, consultants or employees, on or before the sale of any Lot where, for any reason, such telephone instructions are misinterpreted or not acted upon, for whatever reason, by the Selling Agent or the Promoter.

Notwithstanding Condition 26, all persons who attend the Sale do so entirely at their own risk and neither Magic Millions Sales Pty Limited (ABN 54 078 396 317) nor Magic Millions Promotions Pty Limited (ABN 41 088 197 200) nor their subsidiaries, officers or agents for themselves and for those whom they act, assume or accept any responsibility or liability of whatever nature for any injury or damage whatsoever which may occur to any person or property.

The Vendor accepts and acknowledges and agrees that where a dispute arises between the Vendor and the Purchaser in relation to a Lot, this must be resolved between them only. The Lot cannot be returned to the Selling Agent or its stables.

Except as disclosed in writing to the Selling Agent prior to the nomination of the Lot, the Vendor warrants that the Lot has not been subject to any operative procedures prior to the nomination of the Lot, nor, has the Vendor been advised prior to the Sale that the Lot could or should be subject to any operative procedures. If prior to the Sale the warranty provided in the immediately preceding sentence is inaccurate in whole or in part the Vendor will immediately notify the Selling Agent in writing ALL Yearlings nominated for this Sale referred to in 1.1 above, must be nominated and accepted for QTIS to be eligible for this sale.

FOR FURTHER INFORMATION OR ASSISTANCE, PLEASE CONTACT: VIN COX, MANAGING DIRECTOR T 07 5504 1237 | M 0418 471 061 | E vin@magicmillions.com.au DAVID CHESTER, SALES DIRECTOR T 07 5504 1209 | M 0410 683 466 | E davidc@magicmillions.com.au BARRY BOWDITCH, BLOODSTOCK SALES & SELECTIONS MANAGER T 07 5504 1216 | M 0402 280 538 | E barry@magicmillions.com.au PAUL KNIGHT, BLOODSTOCK OPERATIONS MANAGER T 07 5504 1211 | M 0410 683 469 | E paulk@magicmillions.com.au JAMES DAWSON, BLOODSTOCK CONSULTANT T 07 5504 1217 | M 0401 412 838 | E jamesd@magicmillions.com.au DAVID HOUSTON, MANAGER – WESTERN AUSTRALIA T 08 9477 2455 | M 0408 609 994 | E davidh@magicmillions.com.au ADRIAN HANCOCK, BLOODSTOCK CONSULTANT – SOUTH AUSTRALIA T 08 8297 8055 | M 0417 519 307 | E adrian@magicmillions.com.au PAUL BEAMISH, BLOODSTOCK CONSULTANT – NEW SOUTH WALES T 0404 613 978 | E paulb@magicmillions.com.au TIM BROWN, BLOODSTOCK CONSULTANT – VICTORIA & TASMANIA T 0401 307 918 | E timb@magicmillions.com.au STEVE DAVIS, BLOODSTOCK CONSULTANT – NEW ZEALAND T 0274 727 347 | E steved@magicmillions.com.au

GOLD COAST – HEAD OFFICE Magic Millions Sales Pty Limited PO Box 5246, Gold Coast Mail Centre, QLD 9726 T 07 5504 1200 | F 07 5531 7082 | E bloodstock@magicmillions.com.au PERTH – BRANCH OFFICE Magic Millions Sales Pty Limited, PO Box 448, Belmont, WA 6984 T 08 9477 2455 | F 08 9477 2488 | E perth@magicmillions.com.au ADELAIDE – BRANCH OFFICE Magic Millions Sales Pty Limited, PO Box 100, Park Holme, SA 5043 T 08 8297 8055 | F 08 8297 2136 | E adelaide@magicmillions.com.au

www.magicmillions.com.au 25