Company Policies

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

Code of Practice
Ethical Conduct Policy
Compliance Policy
Occupational Health and Safety Policy
Environment Policy
Energy Policy
Personal Information Management Statement
Health Information Management Statement
General Terms and Conditions – Toll Website
Drugs and Alcohol Policy
Rehabilitation Policy
Driver Health Policy
Dangerous Goods Policy
Securities Trading Policy
Margin Lending Policy

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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Ethical Conduct Policy

Toll is committed to high standards of integrity, honesty and accountability. We value ethical behaviour and act consistently with our beliefs and values. The attached policy outlines:

• overriding principles
• compliance with the law
• fair trading and dealing
• protecting our reputation
• our position on bribes, pay-offs and kick-backs
• gifts, prizes and hospitality
• facilitation payment, and
• conflicts of interest

Download the Toll Group Ethical Conduct Policy (PDF, 69KB)

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

This policy covers all Toll Group activities that impact on the environment.

We will:

• Comply with environmental laws and regulations.

• Commit to ongoing sustainable management of our environmental impacts within our facilities and operations and act to reduce our rates of emissions, energy and waste.

• Build a clear understanding of the risks to our Group of key environmental issues and build strategic plans to address these risks.

• Develop a culture of sustainable environmental management by: developing the awareness and involvement of our employees, implementing systems for environmental management; setting objectives and associated measurement systems to enable continuous improvement processes.

• Commit to establishing business unit-specific environment management strategies for reducing our rate of emissions, energy and waste through improvement initiatives.

• Commit to actively considering the use of alternative energy sources, and low emissions technology, as they become economically viable.

• Share best practices for environmental management across our Divisions.

• Incorporate environmental considerations into our business decision-making processes, particularly for capital allocation.

• Engage with our suppliers, customers and joint venture partners to develop improved environmental sustainability practices.

• Review public reports for the Carbon Disclosure Project: 2009-10 (PDF 148KB)

Download the Toll Group Environment Policy (PDF 124KB)

Energy Policy

This policy covers all Toll Group activities that consume, or have an influence on the consumption of, energy within our
operations and business processes.

We will:

• Commit to the comprehensive management of energy and act to reduce our rates of energy usage and costs.

• Build a clear understanding of the risks to our Group of energy market trends and building strategic plans to address these risks.

• Develop a culture of responsible management of energy by developing the awareness, involved of our employees.

• Commit to establishing Business Unit-specific energy management strategies.

• Commit to actively considering the use of alternative energy sources as they become economically viable.

• Share best practices for energy management across our business Divisions.

• Incorporate future energy considerations into our business decision-making processes, particularly our capital allocation.

• Engage with our suppliers, customers and joint venture partners to develop improved energy practices.

• Review public reports for the Energy Efficiency Opportunity program 2007-08, 2008-09, 2009-10 and 2010-11.

Download the Toll Group Energy Policy (PDF 124KB)

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@tollgroup.com

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@tollgroup.com.
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 Senior Executives and other 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 and applies to all employees.
• 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 other 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, rights, 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 (e.g. Margin Lending or Collars). 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 who are participants in the company’s Senior Executive Option
and Rights Plan (SEORP). In addition, the policy provisions for Senior Executives will apply to any other employee as
determined by the Chairman and/or the Managing Director/CEO 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 to the market; 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 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 is likely to 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 or funding decisions;
• impending mergers, acquisitions, reconstructions, takeovers, etc;
• significant litigation;
• significant changes in operations;
• new products/services and/or technology;
• proposed dividends;
• management restructuring; and
• significant 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, imprisonment, or both; and/or
• 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.

Important: The guidelines for permissible trading in Toll securities set out in sections 2 and 3 below must be read
subject to the insider trading provisions of the Corporations Act summarised above. Even if a "trading window" is
"open", or if you have been given approval to trade, if you have inside information you must not apply for, buy or
sell Toll securities, procure another person to do any of those things, or communicate the inside information to others. If in doubt, consult the Company Secretary.

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.
As a guide, 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 under the company’s SEORP) 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 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 e.g. Collars.

In the event that Directors or Senior Executives do enter into such transactions within a trading window (and in
accordance with this policy), they must ensure that the nominated settlement procedures will not allow the trigger of
a Toll security sale by the third party outside a trading window or in a blackout period (without the necessary
approval) and where possible as a preference be settled by a cash exchange.

"Trading windows"

Subject to the insider trading provisions of the Corporations Act and the policy requirements set out below, the
recommended times (in terms of avoiding suggestions of insider trading) for any Director or Senior Executive to deal
in Toll securities or risk limiting products are:

(a) during the 6-week period from (and including) the second business day (not including the day of the trigger
event concerned) after the following trigger events:

• date of Toll's annual general meeting;
• release of the half-yearly results announcement to ASX;
• release of the full year results announcement to ASX;

(b) during any period determined by the Board and notified to Directors and Senior Executives following the
release to ASX of price sensitive information which in the Board’s opinion ensures the market is fully
informed; and

(c) the offer period specified under a disclosure document (e.g. a prospectus or product disclosure statement)
released by Toll.

"Blackout periods"

Subject to the exceptions set out below, Directors and Senior Executives must not deal in Toll securities or risk
limiting products during the following “blackout periods”:

(a) the period from the close of trading on 31 December each year until the commencement of the trading
window on the second business day after the release of the half-yearly results announcement to ASX;

(b) the period from the close of trading on 30 June each year until the commencement of the trading window on
the second business day after the release of the full year results announcement to ASX;

(c) the period starting 4 weeks before the AGM until the day after the AGM; and

(d) any other period determined by the Board from time to time and notified to Directors and Senior Executives.

Prior notification and/or consent

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 during a trading
window, prior written notification should be given to:

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

Outside a trading window, 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 or his delegate, and
• in the case of a Senior Executive - of the Managing Director (or his nominee, the Company Secretary).

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 during a “blackout period” unless special circumstances exist (including financial hardship and any other
exceptional circumstance in which the proposed dealing is the most reasonable course of action available).

Consent may be given in any written form and will be effective for two business days after it is given, subject always
to the qualification that 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 or becomes
aware of any inside information, even if the Chairman, Managing Director or Company Secretary (as applicable) has
given his prior written consent.

Dealings that are excluded from this policy

• 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:

  1. 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 accordancewith this policy within a trading window);
  2. acquire Toll securities under a bonus issue made to all holders of securities of the same class;
  3. acquire Toll securities under a share purchase plan made to all holders of securities of the sameclass; or
  4. acquire Toll securities under a Dividend Reinvestment Plan that is available to all holders of securitiesof the same class.

• Employee equity plans

  Subject to the insider trading provisions of the Corporations Act, you may at any time:

  1. apply for or acquire Toll securities under an employee equity plan; or
  2. exercise options acquired under an employee equity plan to acquire Toll's ordinary shares (but youmay not sell any of the shares received upon exercise of the options other than in accordance withthis policy and the insider trading provisions)

• Transfers to superannuation funds:

  Subject to the insider trading provisions of the Corporations Act, Directors and Senior Executives may at anytime transfer Toll securities they hold, that are not subject to any dealing restrictions imposed outside of thispolicy (eg securities granted under a Toll equity incentive scheme that are subject to restrictions on dealing),to a superannuation fund or other savings scheme in which they are a beneficiary.

• Takeover offers

  Subject to the insider trading provisions of the Corporations Act, Directors and Senior Executives maydispose of their Toll securities in relation to a takeover offer for Toll, including giving an undertaking to accept,or the acceptance of a takeover offer.

• Margin Lending

  Directors and Senior Executives may only enter into a margin lending arrangement if they have complied withboth the Toll Margin Lending Policy, and this policy (in particular, in regards to restrictions on transactions inproducts which operate to limit the economic risk of holding Toll securities).

  Subject to the above and subject to the insider trading provisions of the Corporations Act, it is not a breachof this policy if a Director or Senior Executive has entered into a margin lending arrangement in respect ofToll securities and a disposal of such securities occurs as a result of a secured lender exercising their rightsunder that arrangement.

Despite anything in this policy, Directors and Senior Executives of Toll and its subsidiaries must not engage intransactions or arrangements in risk limiting products which operate to limit the economic risk of unvestedentitlements to Toll securities (eg. hedging arrangements in relation to unvested options or performance rights) orvested Toll securities that are subject to a holding lock or other disposal restriction.

Specific Transactions

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

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

Employee equity plans

Subject to the insider trading provisions of the Corporations Act, employees of Toll and its subsidiaries may at anytime:

(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 notsell any of the shares received upon exercise of the options other than in accordance with this policy and theinsider trading provisions).

These dealings by employees are excluded from this policy.

Generally

Employees (other than Directors and Senior Executives) may deal in Toll securities at any time if they do not haveany inside information at that time. However, such employees are strongly advised not to deal in Toll securitiesduring blackout periods and to limit dealing in Toll securities to trading windows.

Employees (other than Directors and Senior Executives) may as a consequence of their position or employment,come into possession of inside information as a result of working on a particular project or assisting on a particularmatter (eg. a proposed acquisition). Such employees may be notified by the Company Secretary that, for theduration of the project or matter, they are to be subject to restrictions on buying or selling Toll securities as areapplicable to Directors and Senior Executives (as set out in Section 2).

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

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Margin Lending Policy

Toll’s Margin Lending Policy is as follows:

1. Margin lending arrangements

1. This policy is to apply to:
   1. any director of the Company or a Toll Group Company;
   2. any senior executive of the Company;
   3. any employee who holds a relevant interest in 5% or more of the issued share capital of the Company;
   being a "Relevant Person".
2. Any dealing in the Company' securities by Relevant Persons pursuant to a margin lending arrangementmust be conducted in accordance with this Policy. Such dealings would include:
   1. entering into a margin lending arrangement in respect of the Company’s securities;
   2. transferring securities in the Company into an existing margin loan account; and
   3. selling securities in the Company to satisfy a call pursuant to a margin loan.
3. Relevant Persons must notify the Company of any proposed dealing in the Company’s securities inconnection with a margin lending arrangement, irrespective of any trading window. Notification must bemade in accordance with the procedure set out in paragraph 2.
4. Relevant Persons are not required to notify the Company of an existing margin lending arrangement that is inplace prior to the commencement of this Policy unless a proposed dealing in the Company’s securities isexpected to occur in connection with that margin lending arrangement.
5. Where the Company is notified under paragraph 1(b) or 1(c), the Company may, in its discretion, imposesuch conditions on the proposed dealing as the Company sees fit, including:
   • that the Company’s securities may only be sold if no other security is available to satisfy any call on the margin loan;
   • that the Relevant Person must not transfer legal title in the Company's Securities to the margin lender except where the loan is enforced; and
   • no transfers of the Company’s securities are permitted if such a transaction would otherwise be in breach of the company’s share trading policy.

2. Notification procedure

1. Relevant Persons must notify the Company of any proposed dealing in the Company’s securities referred toin paragraph 1(b) and 1(c) in accordance with the following procedure:
   1. the Chairman must notify the Company Secretary and the Managing Director before undertaking a dealing; and
   2. any other Relevant Person of the Company must notify the Chairman and Company Secretary before undertaking a dealing.
2. Notification of a proposed dealing in the Company’s securities referred to in paragraph 1(b) and 1(c) mustinclude notification as applicable of:
   1. the number of the Company’s securities that are or are to be subject to the margin loan arrangement;
   2. if the margin loan arrangement relates to a portfolio of securities, the approximate percentage of that portfolio that is the Company’s securities; and
   3. any further information required to assist the Company in considering the request for the proposedtransaction.
3. It is intended that an acknowledgement of receipt of the notification and the Companies response to thecircumstances will be given to the Relevant Person within 2 business days of receipt of the notification by theCompany.
4. Upon receiving that acknowledgement, a Relevant Person may, subject to the being legally able to proceedwith the transaction, undertake the proposed dealing if approved by the Company.

3. Insider trading

1. The requirements imposed by this Policy are separate from, and in addition to, the legal prohibitions in theCorporations Act 2001 on insider trading.

Download the Toll Group Margin Lending Policy (PDF, 54KB)

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