Media Release

19 October 2001 ASX ANNOUNCEMENT / PRESS RELEASE NOT FOR RELEASE IN THE UNITED STATES STOCK EXCHANGE ANNOUNCEMENT

Toll Holdings Limited today announced it had raised $129 million via a placement of 5.5 million fully paid ordinary shares to local and offshore institutions at $23.50 per share. The price represents a 6.6% discount on the closing price of Toll Holdings shares on 17 October 2001.

The placement was completed by a global overnight bookbuild.

Director and Chief Financial Officer, Neil Chatfield said, "The proceeds of the placement will provide the company with funding to continue to aggressively pursue its strategic direction, at a time when there are a number of excellent opportunities in front of the company."

Toll has consistently followed its strategic direction to provide innovative fully integrated logistics solutions to its customer base, through pursuing industry consolidation, participating in rail and port privatisation and infrastructure opportunities and the ongoing development of purpose built warehousing and distribution centres.

"We are particularly pleased with the level of interest shown in the placement. The issue has been very well supported by existing and new institutional shareholders, both in Australia and overseas," Mr Chatfield said.

The equity placement to Australian and international institutional investors was conducted by an overnight bookbuild, lead by and underwritten by Salomon Smith Barney and JBWere, with Salomon Smith Barney acting as book runner. The bookbuild commenced following the close of trading on ASX on 18 October 2001 and was completed by 7.00am this morning.

The new shares to be issued under the placement will rank equally with existing ordinary shares on issue and application for quotation on ASX has been made.

Toll Holdings also announced today that all Australian and New Zealand shareholders would be given an opportunity to take up shares at the placement price through a Share Purchase Plan.

Under the Share Purchase Plan all Toll Holdings shareholders will be able to subscribe for up to $2,937.50 worth of ordinary shares at the placement price of $23.50 per share, without incurring brokerage or stamp duty.

"This gives all our shareholders, and particularly our loyal smaller investors, the opportunity to participate in the equity raising at the same price as institutions, without incurring any charges," Mr Chatfield said.

The record date for determining entitlements to receive an offer under the Share Purchase Plan is 5pm AEST Monday, 22 October 2001. The maximum number of shares that could be issued under the Plan if all holders accept their entitlement in full is approximately 1 million shares. Shareholder approval is not required for the Share Purchase Plan. The shares issued will rank equally with all other ordinary shares.

Any additional funds raised under the Share Purchase Plan will be used for the same purpose as the funds raised under the placement.

Full details of the Share Purchase Plan will be set out in documentation, which will shortly be sent to shareholders.

In addition, the company has been advised that major shareholders Messrs Peter and Mark Rowsthorn and Paul Little have disposed of 2.5 million shares in total as part of a program to diversify their personal investment portfolios. Both Messrs Mark Rowsthorn and Paul Little participated to their full entitlement in the May 2001 unsecured subordinated convertible note issue and this realignment of their Toll Holdings portfolio represents the only reduction of any significance in their shareholdings since the company floated in 1993.

The sale of shares by these major shareholders has been placed by Salomon Smith Barney and JBWere.

Mr Chatfield said, "The company views the sale of shares by these shareholders, thereby reducing their combined holdings from 34.3% to 27.8% (proforma post placement), as very beneficial in enabling the company to increase the breadth of its shareholding base, and a signal that major shareholders are prepared to dilute their holdings to position the company for continued growth".

All three shareholders have advised that they have no intention of disposing of any further shares.

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This announcement has been prepared for use in Australia and may not be released in the United States. This announcement does not constitute an offer of securities for sale in Australia, the United States or any other jurisdiction. Any securities described in this announcement may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from registration.