Toll Group Level 7, 380 St Kilda Road Melbourne VIC 3004 Australia T +61 3 9694 2888 F +61 3 9694 2880 www.tollgroup.com Toll Holdings Limited ABN 25 006 592 089 2 April 2015 The Manager Australian Stock Exchange Company Announcement Office Level 4 20 Bridge Street Sydney NSW 2000 Lodged Through ASX On Line Total No. of Pages: 164 Dear Sir Scheme Booklet registered with ASIC Please find attached an ASX and Media Release, and a copy of the Scheme Booklet and Proxy Form, relating to the Scheme of Arrangement for the proposed acquisition of Toll Holdings Limited by Japan Post Co., Ltd. Yours faithfully TOLL HOLDINGS LIMITED Bernard McInerney Company Secretary Encl. For personal use only Toll Group Level 7, 380 St Kilda Road Melbourne VIC 3004 Australia T +61 3 9694 2888 F +61 3 9694 2880 www.tollgroup.com Toll Holdings Ltd ABN 25 006 592 089 ASX and media release Thursday 2 April 2015 Scheme Booklet registered with ASIC • Scheme Booklet, including Independent Expert’s Report, registered with ASIC • Scheme Booklet to be sent to shareholders on or about Monday, 13 April 2015 Toll Holdings Limited (“Toll”) today announced that the Australian Securities and Investments Commission has registered the Scheme Booklet in relation to the proposed acquisition of Toll by Japan Post Co., Ltd. (“Japan Post”) via a Scheme of Arrangement (“Scheme”). If the Scheme is approved by the requisite majority of Toll shareholders and all other conditions precedent are satisfied or waived (where capable of waiver), Toll shareholders will receive a payment of A$9.04 cash per share on the implementation date (currently expected to be on or about Thursday, 28 May 2015*). A copy of the Scheme Booklet, which includes an Independent Expert’s Report, a Notice of Scheme Meeting and a copy of the proxy form for the Scheme Meeting, is attached to this announcement. Copies of the Scheme Booklet will be sent to Toll shareholders on or about Monday, 13 April 2015 (and those shareholders who have previously nominated an electronic means of notification to Toll’s share registry will be able to access the materials electronically). The Toll Board continues to unanimously recommend that Toll shareholders vote in favour of the Scheme at the upcoming Scheme Meeting to be held on Wednesday, 13 May 2015. *Dates are subject to all necessary approvals from the court and any other regulatory authority. Media contact Investor relations contact Christopher Whitefield David Shirer Group Manager, Media & Research Group General Manager, Investor Relations +61 3 8689 3269 +61 3 8689 3226 [email protected] [email protected] For personal use only Toll Holdings Limited Page 1 of 1 Toll Holdings Limited ACN 006 592 089 Scheme Booklet For a scheme of arrangement between Toll Holdings Limited and its shareholders in relation to the proposed acquisition by Japan Post Co., Ltd VOTE IN FAVOUR Your Directors unanimously recommend that you vote in favour of the Scheme in the absence of a superior proposal Financial Adviser For personal use only This is an important document and requires your immediate attention. You should read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in any doubt about how to deal with this document, you should contact your broker or financial, taxation or legal adviser immediately. Legal Adviser Important Notices Nature of this document Act before being sent to Toll Shareholders. This Scheme Booklet provides Toll Shareholders with ASIC has been requested to provide a statement, in information about the proposed acquisition of Toll by Japan accordance with section 411(17)(b) of the Corporations Act, Post. If you have sold all of your Toll Shares, please ignore that ASIC has no objection to the Scheme. If ASIC provides this booklet. that statement, it will be produced to the Court at the time of the Court hearing to approve the Scheme. Neither ASIC nor Defined terms any of its officers takes any responsibility for the contents of A number of defined terms are used in this Scheme Booklet. this Scheme Booklet. These terms are explained in section 9 of this Scheme Booklet. A copy of this Scheme Booklet has been provided to ASX. No investment advice Neither ASX nor any of its officers takes any responsibility for The information contained in this Scheme Booklet does not the contents of this Scheme Booklet. constitute financial product advice and has been prepared Important notice associated with the Court order without reference to your own investment objectives, financial under section 411(1) of the Corporations Act situation, taxation position and particular needs. It is important The fact that under section 411(1) of the Corporations Act that you read this Scheme Booklet in its entirety before making the Court has ordered that a meeting be convened and has any investment decision and any decision as to whether or directed that an explanatory statement accompany the notice not to vote in favour of the Scheme. If you are in any doubt of meeting does not mean that the Court: in relation to these matters, you should consult your financial, legal, taxation or other professional adviser. • has formed any view as to the merits of the proposed scheme or as to how members should vote (on this matter Not an offer members must reach their own decision); or This Scheme Booklet does not constitute or contain an offer • has prepared, or is responsible for, the content of the ex- to Toll Shareholders, or a solicitation of an offer from Toll planatory statement. Shareholders, in any jurisdiction. Disclaimer as to forward-looking statements Foreign jurisdictions This Scheme Booklet contains both historical and forward- The release, publication or distribution of this Scheme Booklet looking statements. All statements other than statements of in jurisdictions other than Australia may be restricted by law or historical fact are, or may be deemed to be, forward-looking regulation in such other jurisdictions and persons outside of statements. Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any All forward-looking statements in this Scheme Booklet reflect failure to comply with such restrictions may constitute views only as at the date of this Scheme Booklet, and generally a violation of applicable laws or regulations. may be identified by the use of forward-looking words such as “believe”, “aim”, “expect”, “anticipate”, “intending”, This Scheme Booklet has been prepared in accordance with “foreseeing”, “likely”, “should”, “planned”, “may”, “estimate”, Australian law and the information contained in this Scheme “potential”, or other similar words. Similarly, statements that Booklet may not be the same as that which would have describe Toll’s or Japan Post’s objectives, plans, goals or been disclosed if this Scheme Booklet had been prepared in expectations are or may be forward-looking statements. accordance with the laws and regulations outside Australia. The statements contained in this Scheme Booklet about Regulatory information the impact that the Scheme may have on the results of This document is the explanatory statement for the scheme Toll’s operations and the advantages and disadvantages of arrangement between Toll and the holders of its fully anticipated to result from the Scheme, are also forward-looking paid ordinary shares as at the Scheme Record Date for the statements. purposes of section 412(1) of the Corporations Act. A copy These forward-looking statements involve known and of theFor personal use only proposed Scheme is included in this booklet as unknown risks, uncertainties and other factors that may cause Annexure B. actual results, performance or achievements to differ materially A copy of this Scheme Booklet was provided to ASIC for from the anticipated results, performance or achievements, examination in accordance with section 411(2)(b) of the expressed, projected or implied by these forward-looking Corporations Act and was lodged with ASIC for registration statements. under section 412(6) of the Corporations Act. It was then The operations and financial performance of Toll are subject registered by ASIC under section 412(6) of the Corporations to various risks, including those summarised in this Scheme 2 Toll Holdings Limited Scheme Booklet Booklet, which may be beyond the control of Toll and/or Responsibility statement Japan Post. Toll Shareholders should note that the historical Toll has been solely responsible for preparing the Toll financial performance of Toll is no assurance of future financial Information. The information concerning Toll and the intentions, performance of Toll (whether the Scheme is implemented views and opinions of Toll and the Toll Directors contained or not). Those risks and uncertainties include factors and in this Scheme Booklet has been prepared by Toll and the risks specific to the industry in which Toll operates as well Toll Directors and is the responsibility of Toll. Japan Post as general economic conditions, prevailing exchange rates and Japan Post’s directors and officers do not assume any and interest rates and conditions in the financial markets. As responsibility for the accuracy or completeness of any such a result, the actual results of operations and earnings of Toll Toll Information. following implementation of the Scheme, as well as the actual Japan Post has been solely responsible for preparing the advantages of the Scheme, may differ significantly from those Japan Post Information. The information concerning Japan that are anticipated in respect of timing, amount or nature and Post and the intentions, views and opinions of Japan Post may never be achieved. contained in this Scheme Booklet has been prepared by The forward-looking statements included in this Scheme Japan Post and is the responsibility of Japan Post.