Corporate Governance

Summary of Continuous Disclosure Policy

1. Introduction

Toll recognizes the critical importance of timely disclosure to ensure the efficient operation of the securities market. The objective of this policy is to ensure that the management and delivery of price sensitive information by Toll provides equality of opportunity to all shareholders and market participants and, in so doing, complies with the continuous disclosure obligations of the ASX Listing Rules and the Corporations Act.

2. Disclosure Principle

Toll must immediately notify ASX of any information concerning Toll that a reasonable person would expect to have a material effect on the price or value of Toll's quoted securities, provided that the information does not fall within the exception to disclosure under the Listing Rules.

3. Compliance with Policy

The Board is responsible for ensuring that Toll complies with its continuous disclosure obligations. To this end, the Board is responsible for implementing and overseeing compliance with this Continuous Disclosure Policy.

The Board and Chief Executive Officer (“CEO”), in conjunction with the Chief Financial Officer (“CFO”) and the Company Secretary (“Secretary”), are responsible for determining whether information is price sensitive and should be released to the market. In particular, upon notification of a potentially price sensitive matter in accordance with this policy, the CEO, CFO and Secretary will assess whether the information falls within the disclosure exception in the Listing Rules.

4. ASX Communications Officer

Toll's ASX Communications Officer is responsible for:

• ensuring that Toll complies with the continuous disclosure obligations;
• communicating with ASX in relation to Listing Rule matters;
• overseeing and co-ordinating disclosure of information to ASX, analysts, brokers, shareholders, the media and the public; and
• educating directors, officers and employees on Toll's disclosure obligations, policies and procedures and raising awareness of the principles underlying continuous disclosure.

The ASX Communications Officers are the CFO and the Secretary. The Secretary will be the primary ASX Communications Officer for the purpose of administering notifications to the ASX. The ASX Communications Officer should be made aware of all proposed disclosures to ASX in advance, including information to be presented during market discussions (see paragraph 7.7).

5. Price Sensitive Information

All information which is potentially price sensitive should be ultimately notified to the CEO, CFO and Secretary through the Reporting Procedures discussed in paragraph 6 below. Some examples of matters which are either always or may, if material and dependent on each particular set of circumstances, be price sensitive are:

(a) profit forecasts;
(b) proposed issues of securities;
(c) borrowings;
(d) impending mergers, acquisitions, reconstructions, takeovers, etc;
(e) significant litigation;
(f) significant changes in operations;
(g) new products/services and technology;
(h) proposed dividends;
(i) management restructuring; and
(j) new or lost customers/contracts.

Information is considered price sensitive if it would or would be likely to influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell Toll's securities. The nature of the information should be assessed against this qualitative test, considering Toll's business activities, size and place in the market.

Employees should not pre-judge whether any information is not price sensitive and should follow the reporting procedures set out in paragraph 6.

6. Reporting Procedures

Toll's internal reporting procedures for ensuring potentially price sensitive information is notified to the CEO, CFO and Secretary include reports from Board meetings and various scheduled meetings of management. In addition, senior management has regular contact with both the Executive Directors and other managers. This regular contact enables Divisional Directors and Executive Directors to keep abreast of matters that are, or might become, price sensitive. Any potentially price sensitive issues arising from these contacts are to be notified to the Secretary who will, in consultation with the CEO and/or CFO, determine whether the matter requires reporting to the ASX.

In addition, all matters which may be considered by any person to be potentially price sensitive are to be immediately reported to any of the CEO, CFO or Secretary.

As noted above, the CEO, CFO and/or the Secretary will liaise to determine if in fact a matter is to be considered price sensitive and whether or not disclosure is required under the ASX Listing Rules.

7. Communication of Information

8. Breaches of this Policy

Breaches of this policy may lead to disciplinary action being taken against the employee including dismissal in serious cases.

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