Company Policies

Select from any of the links below to view the policy in more detail:

Code of Practice

Ethical questions can arise in the work environment of every employee from time to time. Toll has published a “Code of Practice” booklet which addresses many of the ethical issues that employees are likely to face and sets out what is expected.

Topics covered include:

• Fair trading

• Insider trading (on the stock exchange)

• Equal opportunity

• Health and Safety

• The environment

• Pirated software

• Gifts or favours

• Conflicts of interest

• Expenses and claims

• Confidential company information

• Public statements

• Use of company property

Every employee should be familiar with company policy on these matters and should have received a copy of the Code of Practice booklet at commencement of employment. If you do not have one for any reason please contact your Manager to obtain a copy.

Code of Practice (PDF)


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Compliance Policy

The Toll Group is an integrated transport and logistics company. We aim to achieve the highest possible level of service to our customers without compromising the safety of our employees or the general public. We believe the quality and reliability of our service is the basis upon which we can develop long term relationships with our customers and suppliers and as a result, achieve our objective of long term growth and security.

We further aim to be the leader in our chosen markets through the implementation of fully integrated Management Systems which incorporate, Environmental, Workplace Health and Safety, Government and legislative requirements and the pursuit of continuous improvement, to ensure an outstanding reputation and pre–eminent position in the market place.

These fundamental business principles are underpinned by a Management System that requires the ongoing involvement and total commitment of all management, employees, contractors and suppliers to seek and achieve continuous improvement in everything we do.

Our Management Systems are designed to address the specific business requirements, whilst achieving and exceeding our customers’ needs. These systems may for example include but are not limited to:

Applicable International Standards: eg. ISO 9000 & ISO 14000

Industry Based Accreditations: Any applicable or appropriate industry code of conduct, guide, or code of practice eg. Dangerous Goods; Food Safety; Animal Welfare; National Heavy Vehicle Accreditation Schemes for Mass, Dimension, Load Restraint, Fatigue, Speed, Maintenance.

Customer Standards: Any applicable or appropriate mutually agreed standard designed to promote, support and encourage continued improvement.

Legislative Requirements: All Chain of Responsibility obligations; All Compliance & Enforcement obligations; All Statutory Requirements eg. Occupational Health & Safety; Load Restraint; Road Traffic Authorities; Dangerous / Hazardous Goods; Customs / Quarantine; Vehicle speeding; Environmental Management; Equal Opportunity; Health Information.

Occupational Health and Safety Policy

Toll places the highest emphasis on Occupational Health & Safety (OHS) in conducting its daily business. The company is committed to the risk management process and shall, so far as is reasonably practicable provide a hazard free workplace.

The Company believes this key objective will benefit all people involved in Group activities and it will only be achieved through the constant promotion and improvement of safe working practices, control of hazards, safety awareness and commitment to safety on the part of each and every person involved including that of our contractors.

To achieve these objectives, Toll will:

• Ensure safety practices and procedures are adequate, implemented and maintained throughout the Company. These are to be relevant to the operational activity, comply with statutory requirements, industry standards and guidelines and promote the involvement of all personnel in the maintenance of a safe working environment.

• Provide the training, instruction and supervision, dissemination of information and necessary resources to support OHS in the various areas of Company activity.

• Promote the involvement of all stakeholders in ongoing consultation and communication to support and seek continuous improvement in OHS management in our business.

• Ensure the establishment of measurable objectives and targets for OHS to ensure continuous improvement and include ongoing monitoring, auditing and review of our management systems.

• Ensure appropriate procedures are maintained for the reporting, investigation and review of all safety incidents and situations likely to be hazardous to a safe working environment.

• Ensure that all employees, contractors, customers, visitors and the public understand their obligations with respect to Occupational Health and Safety.

The Directors, Executives, General Managers and Managers of all Toll Business Units and Divisions are responsible for the implementation of this policy and supporting policies. All employees, contractors, visitors, customers and the public have a responsibility to follow all policies and procedures and to report any hazards.

Environment Policy

The following represent Toll’s commitment to ongoing sustainable environmental management.

• Legal compliance with environmental laws is regarded as a minimum standard and actions that conserve and prevent environmental impact are highly encouraged and considered.

• Toll recognises the effects of its environmental footprint on a national and international scale and actively participates in environment programs to reduce emissions generated by Toll, our suppliers and our clients

• Toll is establishing an Environment Management System as the single point of reference, providing the framework for incident prevention, documenting, developing, implementing, monitoring and reviewing environmental objectives and targets whilst establishing measurable and continuous improvement processes.

• Employee awareness and communication in the reduction and reporting of greenhouse gas emissions and water savings are a priority. Particular focus on fuel, electricity, gas and waste generation will result in establishing cost effective abatement and research and development initiatives.

• Toll will where reasonably practical assess the environmental effects of its business operations and consider the mode of transport including rail vs road as a preferred means of reducing emissions whilst identifying more energy efficient plant and equipment in its transport, facilities and waste areas of its operations.

• Investigating, evaluating and implementing efficient environmental management initiatives across the group are a priority.

• Review public report for the Energy Efficiency Opportunity program.

Personal Information Management Statement

The Toll group of companies ("Toll") provides a range of integrated logistics services through its constituent businesses. Toll interacts with its clients and suppliers of goods and services in the conduct of those businesses and ancillary activities.

Protecting personal information provided to us is important. We hope that this Personal Information Management Statement will help you understand how Toll collects, uses and safeguards your personal information in accordance with the National Privacy Principles contained in the Privacy Act 1988.

Personal Information Collection

In its capacity as an integrated provider of logistics, Toll collects personal information about its employees, clients, suppliers, sub-contractors and others with whom it deals, in order that it can effectively conduct its business. This personal information will include sufficient details for Toll to effectively interact with them in the conduct of its business.

Information Use

The primary purpose for collecting, holding and using the personal information is for the establishment and maintenance of records for our clients, suppliers of goods and services, and others with whom we conduct business in order that we can work effectively with them. Personal information collected is also used to facilitate distribution of corporate communications, including our financial results, annual reports and other information that is relevant to the promotion or reporting of our business activities. Toll has legal and statutory obligations in relation to the collection and use of some of this personal information.

Access and Correction

You can contact the Company Secretary (see below) if you would like details of personal information which may be held about you or if you wish to correct any personal information held. To ensure the integrity and safety of personal information, Toll will normally only disclose personal information it holds to the individual concerned or to someone having proper authorisation or authority to request such information, or to fulfil legal or regulatory requirements. Toll may also disclose personal information to its advisers and other parties in connection with the present and future conduct of its business. If deemed necessary from time to time, a fee may be charged for the provision of personal information.

Storage and Security of Personal Information

Personal information is principally held in electronic databases maintained within Toll’s computer network. We use a range of security processes to protect the confidentiality and security of personal information held.

Changes to this statement

Any changes made to this statement from time to time will be incorporated in an updated version which will be made available on our website - www.tollgroup.com

You are also able to obtain a copy of our latest privacy statement by contacting the address below.

Further Information If you would like any further information or wish to voice your concern on any matter to do with either this policy or use of your personal information, please contact the:

Company Secretary
Toll Holdings Limited
Level 7, 380 St Kilda Road
Melbourne VIC 3004
Telephone: +61 3 9694 2888
Facsimile: +61 3 9694 2880
Email: company_secretary@toll.com.au

Health Information Management Statement

The Toll group of companies ("Toll") provides a range of integrated logistics services through its constituent businesses. Toll interacts with its clients, employees and suppliers of goods and services in the conduct of those businesses and ancilliary activities.

In the course of conducting its businesses Toll at times collects, uses and may disclose health information of the kind referred to in the Victorian Health Records Act 2001 ("Health Information"). In the great majority of cases where Toll requires such information it is within the context of the normal employment relationship with its employees.

Protecting Health Information provided to us is important. This Health Information Management Statement is intended to help you understand how Toll manages Health Information in accordance with the Health Privacy Principles contained in the Health Records Act 2001 (Victoria).

Collection and Use of Health Information

In its capacity as an integrated provider of logistics and an employer, Toll collects and uses Health Information about its employees in particular, and at times about sub-contractors and others with whom it deals. In the case of its employees this occurs primarily in relation to assessing the fitness of individuals for particular tasks, and in relation to absences or incapacity due to accident, injury or illness. For non-employees, any Health Information is likely to only be collected or used in connection with personal injury or hurt to an individual which arises within the business relationship. Toll's collection and use or disclosure of Health Information is for these primary purposes. In most circumstances the Health Information relates to the provision of medical certificates or reports. Toll has legal and statutory obligations in relation to the collection and use of some of this Health Information.

To ensure the integrity and confidentiality of Health Information, Toll will normally only disclose Health Information it holds to the individual concerned or to someone having proper authorisation or authority to request such information, or to fulfil legal or regulatory requirements. Toll may also disclose Health Information to its advisers and other parties in connection with the present and future conduct of its business.

Access and Correction

Toll endeavours to ensure that Health Information it collects and uses is accurate and current. Individuals can contact the Company Secretary (see below) for details of Health Information which may be held about them or to correct any Health Information held. If deemed necessary from time to time, a fee may be charged for the provision of Health Information.

Storage and Security of Health Information

Health Information is principally held within employment records in a secure and confidential environment.

Changes to this statement

Any changes made to this statement from time to time will be incorporated in an updated version which will be made available on our website - www.tollgroup.com. A copy of the latest Toll Health Information statement may be obtained by contacting the address below.

Further Information

If you would like any further information on any matter to do with either this policy or use of your Health Information, please contact the Company Secretary, Toll Holdings Limited, Level 8/380 St Kilda Road, Melbourne, 3004. Telephone (03)9694 2888. Facsimile (03)9694 2880. Email company_secretary@toll.com.au.
INCORPORATING TOLL HOLDINGS LIMITED ACN 006 592 089 AND SUBSIDIARIES

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General Terms and Conditions – Toll Website

These conditions of use ("Conditions of Use") set out the conditions applicable to your use of, including your acquisition of products or services through, this website ("Website") by Toll Holdings Limited ABN 25 006 592 089 and its related bodies corporate ("Toll"). Toll may amend these Conditions of Use at any time by posting the amended terms on this Website which you acknowledge shall constitute sufficient notice to you thereof. These Conditions of Use were last amended on 14 October 2003.

Acceptance of terms

You acknowledge and accept that by using this Website, you agree to be bound by these Conditions of Use. If you do not agree with any of these terms, do not use this Website.

Any use of and/or acquisition of any product and/or service offered on this Website is subject to the applicable Toll Contract Conditions ("Other Terms and Conditions"). For a copy of the Other Terms and Conditions, click here. In the event of any inconsistency between these Conditions of Use and any Other Terms and Conditions, the Other Terms and Conditions prevail to the extent of the inconsistency only.

Copyright

Unless expressly indicated to the contrary, Toll or its licensors own copyright in all texts, graphics and layouts ("Material") on this Website. Except as indicated below, or as permitted under the Copyright Act 1968 (Cth) or applicable laws, you must not copy, modify, transmit or distribute any Material on this Website. You acknowledge that you do not acquire any ownership rights by downloading Material from this Website.

Reproduction

You may reproduce in whole or in part the Material only if:

• the reproduction is not for public or commercial purposes; and

• you do not remove or modify any notices of attribution of copyright or, if there are no such notices, you clearly attribute Toll as the copyright owner or licensee of the work.

Framing

Unless we notify you to the contrary, you may incorporate any Material or parts of such Material on this Website into your website only if you comply with the conditions relating to authorised reproduction set out above. You are not authorised to represent that Toll endorses or otherwise approves of the content on or operation of your website.

Trade marks

Toll is the owner of the Toll logo ("Toll Trade Mark"). The Toll Trade Mark must not be used by you or any other person except as part of an authorised reproduction of the Materials. You must not modify, or permit the modification of, the Toll Trade Mark. Nothing contained in this Website should be construed as granting any licence or right to use any Toll Trade Mark displayed on this Website, without the written permission of Toll.

Disclaimer

You agree that your use of this Website (including downloading Material) is at your sole risk.

The Material on this Website is intended to provide general information only and may not be accurate or current. Material is provided on an "as is" and "as available" basis. Toll and its suppliers do not warrant or make any representations concerning the completeness, timeliness, suitability or accuracy of any Material on this Website including, without limitation, the prices of products or services, contained on or accessible through this Website, or that access to this Website will be uninterrupted, timely or secure. To the extent permitted by law, in no event shall Toll and its suppliers be liable for any damages of any kind related to the completeness, timeliness, suitability or accuracy of any Material.

This Website may contain hypertext links, frames or other references to websites operated by third parties ("Third Party Websites"). We cannot control the contents of Third Party Websites, and make no warranty about the completeness, timeliness, suitability, accuracy or subject matter of the Material located on Third Party Websites. We do not approve of, endorse, or sponsor any content or Material on Third Party Websites.

We make no warranties or representations that use of Material on Third Party Websites to which this Website is linked does not infringe the intellectual property rights of any person anywhere in the world.

We are not, and must not be taken to be, authorising infringement of any intellectual property rights contained in Material on Third Party Websites by linking to such Material or allowing such Material to link to this Website.

Limitation of liability

To the maximum extent permitted by law, under no circumstances will Toll be liable for any indirect, incidental, special or consequential damages, including damages for loss of business or other profits, arising out of or referable to the accessing, downloading, using or relying on any Material on this Website or any Material on a Third Party Website, whether caused by the negligence of Toll or otherwise.

The liability of Toll for a breach of a condition or warranty implied by law and which cannot be excluded, is limited, to the extent possible, at Toll's option, to:

a. the supply of the goods or services again; or
b. the repair of the goods; or
c. the payment of the cost of having the goods or services supplied again or repaired.

Virus warning

Toll does not represent or warrant that any files obtained from or through this Website are free from computer viruses or other defects, including trojan horses and worms. Any such files are provided, and may only be used, on the basis that the user of such files assumes all responsibility for any loss, damage or consequence resulting directly or indirectly from use of those files.

Indemnity

You agree to defend, indemnify and hold Toll, its directors, officers and employees, harmless from any and all liabilities, costs and expenses, including reasonable legal fees, related to any breach of these Conditions of Use by you, or (to the extent permitted by law) in connection with your use of this Website or the placement or transmission of any Material on this Website by you.

Revisions

Toll reserves the sole right to either change, modify, delete or add any Material on the Website or discontinue your access to the Website including any features on it at any time with or without notice to you. Toll is not liable to you or to any third party should it exercise such right. Modifications may include, but are not limited to, changes in the services and/or products listed and/or the prices of such services and/or products.

Toll may, in its sole discretion, terminate or suspend your access to all or part of this Website for any reason. Any suspected abusive or illegal activity may result in termination of your access and the activity may be referred to appropriate law enforcement authorities.

Concerns regarding Conditions of Use

Should you object to the Conditions of Use or any subsequent modifications thereto or become dissatisfied with this Website, your only recourse (to the extent permitted by law) is to immediately terminate your use of this Website.
If you have any issues and/or questions with these Conditions of Use or any rule, policy, guideline or practice which Toll uses to operate this Website, please contact us at Toll Holdings Limited, Level 8/380 St Kilda Rd Melbourne 3004, +613 9694-2888, and we will be happy to respond to your concerns.

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Drugs and Alcohol Policy

Toll is committed to providing a safe and healthy working environment.

This policy applies to all employees, contractors employed by Toll, contractors in charge of Toll equipment, and any visitors to Company sites.

The Company will assist and support if appropriate its businesses establishing and implementing their own Drugs and Alcohol program by means of advice and training.

The key points of this policy are that:

• The possession, soliciting, selling, distribution or consumption of illicit or non-prescribed drugs is prohibited;

• Employees must not be under the influence of illicit, prescribed, or non-prescribed drugs or alcohol to a level where it could risk injury, to any person including the user, or contradicts any statutory requirement. Whilst this applies to any activity, it particularly applies where employees are required to operate vehicles or equipment, or work within the proximity of operating vehicles or machinery;

• The consumption of alcohol is prohibited in vehicles or within any company operational area;

• When Company hosted social and business functions are held the consumption of non-alcoholic and low alcohol beverages will be encouraged.

The company will:

• At the request of any employee provide reasonable assistance including a structured rehabilitation program without any fear of reprisal to the individual;

• Provide appropriate awareness and or training programs to employees on the effects of drugs & alcohol;

• Encourage, in consultation with employees and others, at nominated workplaces, random drug and alcohol testing. The company reserves the right to conduct drug and alcohol testing of those involved in a workplace incident or accident;

• Reserve the right to discipline any employee whom breaches this policy or any statutory requirements.

Operational Directors, Executives and General Managers of all Toll Business Units and Divisions are responsible for ensuring adherence to this policy.

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Rehabilitation Policy

Toll is committed to providing a rehabilitation process in accordance with a structured workplace based Rehabilitation/ Return to work program, whilst meeting its legislative obligations. Toll employees are required to actively participate in the rehabilitation process.

Toll’s Rehabilitation program will commence as soon as practicable following any work related injury or illness or at such time medical guidance allows, to ensure an employee is able to remain at work or return to work on a structured return to work plan.

It is an expectation of all parties that participation in a return to work plan will ultimately lead to an early resumption of pre-injury duties. In the event of this expectation not being achieved then retraining or redeployment either internally or externally to Toll may eventuate.

To achieve these objectives Toll’s Rehabilitation program will:

• Aim to achieve, as a normal expectation for all, the safe, timely and durable return to work of injured employees through early and appropriate consultation and intervention,

• Respond to Toll's commitment to equitable claims management

• Commit to providing suitable workplace based and function oriented duties wherever possible in order to maintain the employee at work or enable an early return to work,

• State the rights and shared responsibilities of Toll and our injured employees in respect of rehabilitation,

• Not disadvantage an employee who participates in a plan

• Outline the multidisciplinary assistance available to help an injured employee to remain at, or return to, work,

• Provide ongoing communication with the employee so that meaningful connection with the workplace can be maintained,

• Ensure confidentiality of all information,

• Describe and define the service delivery requirements of approved rehabilitation program providers,

• Provide for ongoing monitoring and evaluation of the program's implementation and update as necessary in order that it remains effective and achieves its aims in benefiting all concerned.

The Operational Directors and Executives, General Managers, Managers, Return to Work Coordinators and Supervisors of all Toll businesses are responsible for the review, agreement and implementation of this policy and supporting policies.

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Driver Health Policy

The Toll Group recognizes the importance of driver health in the prevention of accidents, injuries and fatigue on the road. As our organization is committed to quality, safety and productivity, we shall endeavour to support and maintain driver health by doing the following:

• Provide and maintain vehicles which meet or exceed industry standards;

• Coordinate a driver health screening and counselling program;

• Provide appropriate training, instruction and supervision, dissemination of information and necessary resources to support driver health.

• Establish and maintain initiatives in:

  • Driver health

  • Health promotion

  • Driver support

Healthy driving is a way of life in the transport industry and we shall reinforce this to our greatest asset, our employees.

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Dangerous Goods Policy

The Toll Group is committed to providing a safe, secure service to our clients in transporting, handling and storing their products classified as Dangerous Goods and to provide for the safety of all employees, the community and the environment.

The Toll Group shall achieve this objective by:

• Ensuring all Legislation concerning Dangerous Goods is administered to the most stringent level and that all licences and permits are in place for our sites and equipment involved.

• Supplying services only to clients who themselves recognise and operate to the strict guidelines of all Dangerous Goods Legislation.

• Ensuring all employees involved in the handling and transporting of Dangerous Goods are trained and provided with all information and safety equipment to minimise the risks associated with products handled.

• Having documented procedures and systems in place to cover all aspects of our operations involving Dangerous Goods.

Dangerous Goods under the classification of:

• Class 1 Explosives

• Class 6 Division 6.2 Infectious Substances

• Class 7 Radioactive material

• Products listed as Security Sensitive Dangerous Substances

• Products known as Waste Materials

will only be handled by business sections that hold appropriate licences and have been approved by Toll Senior Management.

Toll shall not handle products referenced in the ADG Code as “Too Dangerous to be transported”.

Consignments for casual one off senders shall be checked for total compliance prior to acceptance of goods.

The operation and procedures involving Dangerous Goods shall at all times be undertaken in a manner that is consistent with the Toll Group’s commitment to Quality, Continuous Service Improvement, Occupational Health & Safety and Environmental Legislation.

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Securities Trading Policy

Introduction

This policy provides guidance to Directors and employees of Toll and its subsidiaries regarding dealing in Toll securities, or entering into transactions in products which operate to limit the economic risk of holding Toll Securities.

It has three sections:

• The first section summarises the insider trading provisions of the Corporations Act.

• The second section sets out Toll's policy about dealing in Toll securities and risk limiting products by Directors and

• Senior Executives of Toll and its subsidiaries.
  The third section sets out Toll's policy about dealing in Toll securities by employees other than Directors and Senior Executives.

The policy applies to all Toll "securities", which includes shares (eg. ordinary shares and reset preference shares), options, convertible notes, derivatives and any other financial product able to be traded on ASX or another stock exchange, whether or not such securities are created by Toll or issued or created by third parties. The policy may also apply where Toll securities are proposed to be used as security for or are directly associated with a proposed transaction. Where this is the case, the proposed transaction should be discussed with the Company Secretary in advance, to determine whether it is covered by this policy.

For the purposes of this policy, Senior Executives are those executives who are Executive Directors, Divisional Directors, and first level reports to those positions. In addition, the policy provisions for Senior Executives will apply to any other employee as determined by the Chairman and/or the Managing Director from time to time and so notified in writing by the Company Secretary - see Section 3.

1. Insider Trading

The Corporations Act prohibition

If you possess information and know, or ought reasonably to know, that:

• the information is not generally available; and

• if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of Toll securities ("inside information"),

you must not:

• apply for, buy or sell Toll securities or enter in an agreement to do any of those things;

• procure another person to apply for, buy or sell Toll securities or enter into an agreement to do any of those things; or

• communicate the information to another person if you know, or ought reasonably to know, that the other person would or would be likely to apply for, buy or sell Toll securities or procure a third person to do any of those things.

The prohibition against insider trading under the Corporations Act also applies to price sensitive information relating to other companies which a person might become aware of, including as a consequence of their role with Toll.

When would information have a material effect on the price or value?

Information would have a material effect on the price or value of Toll securities if it would, or would be likely to, influence investors to buy or sell Toll securities.

Some examples of information which could be "inside information" are:

• profit forecasts;

• proposed issues of securities;

• borrowings;

• impending mergers, acquisitions, reconstructions, takeovers, etc;

• significant litigation;

• significant changes in operations;

• new products/services and technology;

• proposed dividends;

• management restructuring; and

• new contracts/customers.

Penalties

If a person contravenes the insider trading provisions of the Corporations Act, they will be liable to:

• substantial criminal penalties involving a fine or imprisonment, or both; and

• a substantial civil penalty order.

If a person contravenes the insider trading provisions, they may also be sued for damages by persons suffering loss as a consequence.

2. Toll's Policy - Directors and Senior Executives

Short term trading

Despite anything in this policy, Directors and Senior Executives of Toll and its subsidiaries must not engage in short term trading of Toll securities.
In general, the purchase of securities with a view to resale within a 12 month period and the sale of securities with a view to repurchase within a 12 month period would be considered to be transactions of a short term nature. However, the sale of shares immediately after they have been acquired through the conversion of a security (eg. exercise of an option) will not be regarded as short term trading. If in doubt as to what constitutes short term trading, consult the Company Secretary.

Transactions which limit economic risk

This policy in Section 2 applies equally to Directors and Senior Executives engaging in transactions or arrangements in products which operate to limit the economic risk ("risk limiting products") in Toll securities held by a Director or Senior Executive.

"Trading windows"

Subject to the insider trading provisions of the Corporations Act and the policy requirements set out below, the recommended time (in terms of avoiding suggestions of insider trading) for any Director or Senior Executive to deal in Toll securities or risk limiting products is during the 6 week period from the second business day (not including the day of the event concerned) after the:

(a) date of Toll's annual general meeting;

(b) release of the half-yearly announcement to ASX;

(c) release of the full year announcement to ASX;

(d) release of a disclosure document (e.g. a prospectus) by Toll; and

(e) subject to the Board's determination, release to ASX of price sensitive information.


Conversion of securities, participation in dividend reinvestment plans etc.

Subject to the insider trading provisions of the Corporations Act, Directors and Senior Executives may at any time:

(a) convert securities - acquire Toll's ordinary shares by conversion of securities giving a right of conversion to ordinary shares, e.g. exercising options, reset preference shares or converting notes (but may not sell any of the shares received upon exercise of the options other than in accordance with this policy);

(b) acquire Toll securities under a bonus issue made to all holders of securities of the same class;

(c) acquire Toll securities under a share purchase plan made to all holders of securities of the same class; or

(d) acquire Toll securities under a dividend reinvestment that is available to all holders of securities of the same class.

Employee equity plans

As a consequence of a specific exemption from the insider trading provisions, you may at any time:

(a) apply for or acquire Toll securities under an employee equity plan; or

(b) exercise options acquired under an employee equity plan to acquire Toll's ordinary shares (but you may not sell any of the shares received upon exercise of the options other than in accordance with this policy and the insider trading provisions).

Prior consent

A Director or Senior Executive must not transact in Toll securities or engage in transactions or arrangements in risk limiting products without the prior written consent:

• in the case of a Director - of the Chairman of the Board, and

• " in the case of a Senior Executive - of the Managing Director (or his nominee, the Company Secretary).

Dealings in Toll securities or entering into transactions or arrangements in risk limiting products should be limited to the "trading windows" referred to above. Should any Director or Senior Executive wish to conduct any dealings or enter into transactions outside these trading windows, a request for dispensation should be put the Chairman. The Chairman, Managing Director or Company Secretary (as applicable) will generally refuse consent for a Director or Senior Executive to apply for, buy or sell Toll securities or enter into transactions or arrangements in risk limiting products outside these recommended times unless special circumstances exist (such as financial hardship).

Directors and Senior Executives must not apply for, buy or sell Toll's securities or engage in transactions or arrangements in risk limiting products at any time if the Director or Senior Executive has any inside information, even if the Chairman, Managing Director or Company Secretary (as applicable) has given his prior consent.

Unvested entitlements

Despite anything in this policy, Directors and Senior Executives of Toll and its subsidiaries must not engage in transactions or arrangements in risk limiting products which operate to limit the economic risk of unvested entitlements to Toll Securities (eg. hedging arrangements in relation to unvested options and performance rights).

Specific Transactions

[The Managing Director may from time to time specify that] Directors and Senior Executives (or particular Directors and Senior Executives) are also restricted from dealing in the securities of other companies with which Toll or its subsidiaries may have a close relationship, such as companies involved in commercial discussions with Toll or one of its subsidiaries.

3. Toll's Policy - Employees (other than Directors and Senior Executives)

Employee equity plans

As a consequence of a specific exemption from the insider trading provisions, employees of Toll and its subsidiaries may at any time:

(a) apply for or acquire Toll securities under an employee equity plan;

(b) exercise options acquired under an employee equity plan to acquire Toll's ordinary shares (but you may not sell any of the shares received upon exercise of the options other than in accordance with this policy and the insider trading provisions).

Generally

Employees (other than Directors and Senior Executives) may deal in Toll securities in any other circumstances if they do not have any inside information at that time. However, such employees are strongly advised to limit dealing in Toll securities to the recommended times referred to in Section 2.

Employees (other than Directors and Senior Executives) may come into possession of inside information as a result of working on a particular project or assisting on a particular matter (eg. a proposed acquisition). Such employees may be notified by the Company Secretary that, for the duration of their involvement in the project or matter, the Chairman and/or the Managing Director has determined they will also be subject to the restrictions on buying or selling Toll securities applicable to Directors and Senior Executives set out in Section 2.

An Employee who has any doubt or question in this regard should contact the Company Secretary (or in his absence the Assistant Company Secretary) before dealing in Toll securities.

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