Ruralco Holdings Limited

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Communications Policy

1. Introduction

Ruralco places considerable importance on effective communication with its shareholders, market participants, trading members, customers, employees, suppliers, financiers, creditors other stakeholders and the wider community.

To prosper and achieve growth, the Company must ensure that all stakeholders, market participants and the wider community are fully informed of its activities and performance.

Communication is central to investor confidence. Ruralco will provide full information to ensure that trading in its shares takes place in an efficient, competitive and informed market.
This Communications Strategy contains Ruralco's approach and commitment to communication.

2. Purpose

The purpose of this strategy is to:

reinforce Ruralco's commitment to the continuous disclosure obligations by law imposes and to describe the processes implemented to ensure compliance;
outline Ruralco's communication strategy aimed at ensuring it provides timely and accurate information equally to all shareholders and market participants;
provide Ruralco's communication strategy for trading members, customers, employees, financiers and other stakeholders.

3. Continuous disclosure

A fundamental component of Ruralco's Communication Strategy is its continuous disclosure program. To enable continuous disclosure the Board has adopted a Disclosure Compliance Policy.

3.1 Disclosure Compliance Policy

The Disclosure Compliance Policy requires Ruralco to immediately inform the market of any information, disclosure or major development related to the business of Ruralco which a reasonable person would expect to have a material effect on the price or value of its securities. Ruralco will do this by announcing the relevant information to the Australian Stock Exchange (ASX). If the information falls within the scope of the exemption contained in the ASX Listing Rules, the Company may not disclose the information.

The Board has established a Disclosure Committee responsible for:

receiving and reviewing information;
determining what information must be disclosed; and
ensuring that Ruralco complies with its disclosure obligations.

The Company has appointed reporting officers to ensure that material information is promptly reported to the Disclosure Committee which will then determine whether the information will be disclosed. A summary of Ruralco's Disclosure Compliance Policy is available on the Company's website www.ruralco.com.au.

3.2 Communications with the Australian Stock Exchange

All communication with the Australian Stock Exchange ("ASX") will be in accordance with the ASX Listing Rules. The Company Secretary is responsible for communications with the ASX.

Information communicated to the ASX will also be placed on the Company's website www.ruralco.com.au.

4. Communication with shareholders and the market

The Ruralco Communication Strategy is designed to ensure that the Company:

provides timely and accurate information equally to all shareholders and market participants regarding Ruralco including its financial situation, performance, ownership, strategies, activities and governance; and
adopts channels for disseminating information that are fair, timely and cost-efficient.

The specific processes Ruralco has adopted to implement these goals, in addition to those contained in the Disclosure Compliance Policy, are outlined below.

4.1 Company Meetings

The meetings of shareholders of the Company represent an excellent opportunity for the Company to provide information to its shareholders. The Company encourages attendance at, and participation in, general meetings.

The Company typically holds its annual general meeting in February of each year in Sydney or such other place as the Board determines. Sydney is preferred given its central location and its proximity to the Company's head office.

To encourage participation in general meetings, the Board has adopted Guidelines for Notices of Meetings. The Guidelines are attached to this policy. They provide clear procedures which the Company will follow to ensure that shareholders have the opportunity to attend and vote in a fully informed manner on the matters to be considered at general meetings.

4.2 Information on the website

Ruralco's website is one of the cornerstones of the Company's Communication Strategy with shareholders and the market. All information released to the ASX will be posted on the Ruralco website as soon as practicable after the ASX has confirmed that it has received the information.

Ruralco's website address is www.ruralco.com.au.

4.3 Briefings

Ruralco recognises the importance of the relationship between Ruralco and its institutional investors, brokers and analysts.

Ruralco therefore may conduct briefings to these groups. In these cases, the following protocols will apply:

material information which is required to be disclosed pursuant to the Disclosure Compliance Policy will not be disclosed at these briefings unless it has been previously, or is simultaneously, released to the market;
if that sort of material information is inadvertently released, the Company will immediately release it to the market via the ASX and place it on the Ruralco website;
questions at briefings that deal with material information that has not previously been disclosed will not be answered; and
Ruralco will place a copy of the presentation material on the Ruralco website.

4.4 Calendar

Ruralco follows a calendar of regular disclosure to the market on its financial and operational results. The calendar, which is posted on the website, includes dates for the release of half year and full year results, other financial information, and scheduled market briefings

4.5 Authorised spokespersons

Ruralco will make authorised spokespersons available to shareholders and market participants. Ruralco's Authorised Spokespersons are the Chairman, the Managing Director and the Company Secretary on matters authorised by the Disclosure Committee to be released to the ASX. Ruralco employees authorised to make any public statement on behalf of, or attributable to, Ruralco must first have the approval of the Chairman or the Managing Director.

5. Communication with trading members and customers

Ruralco is committed to effective communication with independent trading members, who are at the centre of Ruralco's business. The Company will ensure that:

trading members are informed of the relevant activities of the Company; and
the Company receives regular input from trading members to ensure that it is fully responsive to their needs.

The key aspects of the communications strategy with trading members are set out below.

5.1 Electronic communication

The email system which the Company has adopted and made available to all trading members ensures that:

trading members can communicate ideas between themselves and to the Company; and
the Company can keep trading members informed of events, promotions, special deals and other information concerning the Company and the services provided by the Company.

Trading members also have the opportunity to provide comments to the Company which the Company can use to improve the services provided.

The electronic communication system also enables trading members and customers to place orders rapidly with the Company. This helps ensure the Company responds promptly.

5.2 Trading member briefings

The Company will from time to time conduct briefings to its trading members. These briefings:

will ensure that trading members are kept up to date on developments and strategies of the Company to assist the business of independent trading members; and
will provide the opportunity for trading members to ask questions and seek clarification of issues confronting them.

Trading member briefings will be advised to trading members through the electronic communication system.

5.3 Member Business Committees and Member Council

Perhaps the most important means of communication for trading members is through the Member Business Committees ("MBC") and Member Council. These two representative bodies provide trading members with a direct communication line to management and the Board. The role of these committees is to ensure that the Board and management are fully informed about the issues confronting trading members and can act in a manner to provide assistance and services that trading members require and that trading members can receive information directly.

5.4 Role of management

Independent trading members represent the core business of the Company. Therefore management is committed to maintaining focus and communicating effectively with trading members. Regional Sales Managers are required to develop and enhance lines of communication between trading members and the Company. Management, and in particular Regional Sales Managers:

regularly visit all areas of Australia to communicate with trading members; and
are available at all times to trading members who are encouraged to communicate directly with management either personally, by telephone or by email.

5.5 Information on the website

The Company's website is an important means of communication for trading members. It contains all relevant codes, policies and charters together with information and data that trading members will find useful. Copies of presentations to shareholders and institutional investors and trading members are also on the Company's website.

6. Communication with employees

Ruralco recognises that its employees are central to the Company's success. In order to enable staff to fulfil their role to the high standards required and to promote employee satisfaction, Ruralco must ensure effective communication. Effective communication with employees starts with their direct manager and with accessibility to senior management. Informal communication forms an important part of the process. In addition, the Company has adopted the following formal approaches to ensure that employees are informed of the activities of the Company.

6.1 Employee briefings

Ruralco will from time to time conduct employee briefings to ensure that all staff are aware of activities within the Company. These briefings may be conducted by the Managing Director or an appropriate manager.

6.2 Electronic communication

The Ruralco email system allows staff to communicate simply and easily with each other and with trading members and management. All staff have access to this system and are encouraged to use it to improve the flow of information and communication generally. The Company will use email to ensure a continued flow of the information and to communicate effectively with staff. Staff should feel free to communicate with any member of management by email.

6.3 Website

The Company's website is an important communication tool for employees. It contains a range of information which relates to employees including relevant policies and codes, media and market announcements and presentations to shareholders, institutional investors and trading members. Employees are encouraged to view the website on a regular basis so that they can keep up to date with information concerning the Company.

7. Communications with other stakeholders

The Company is committed to ensuring that all stakeholders regularly receive information about the Company and its activities. While individual briefings may be held with key stakeholders such as financiers, the principal means of ensuring that the stakeholders to have access to information will be through the Company's website.

8. Website

The Company's website is the primary means to provide information to all stakeholders. It has been designed to enable information to be accessed in a clear and readily accessible manner.

The following will be available on the Company's website:

All of Ruralco's codes, policies and charters. In order to ensure high standards of corporate governance Ruralco has adopted a range of codes, charters and policies which ensure that the Company conducts itself in accordance with high ethical corporate standards. These codes, policies and charters are available on the website in the corporate governance section;
All announcements made to the market and releases to the ASX as soon as possible after they have been released to the ASX;
Copies of any presentations to shareholders, institutional investors, brokers and analysts where possible;
Any media or other releases;
All notices of meetings and explanatory material;
A copy of the Company's most recent annual report; and
Any other relevant information concerning non-confidential activities of the Company including staff movements and business developments.

Ruralco's website address is www.ruralco.com.au.

9. Clear Communication

Ruralco is committed to ensuring that all its communications are in plain, easily understood language. It will aim to ensure that all its stakeholders can find the information they need, read it, understand it, and use it in a useful and practical way.

10. Electronic Communication

Ruralco has designed an electronic communication system to help the Company communicate with its shareholders, trading members, customers, staff and suppliers. The system allows trading members and staff to communicate quickly, simply and easily with the Company and each other. The Company is committed to using the system to provide information to its shareholders, trading members and staff on a range of issues designed to keep everyone up to date with Company information.

The Company encourages all trading members and staff to use the system to share information, exchange ideas and generally improve communication.

11. Additional information

If you have any questions arising from Ruralco's Communications Strategy, please contact the Managing Director or Company Secretary.

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Updated as at 15 February 2007.

Disclosure Compliance Policy

Introduction

Ruralco is committed to open communications with the market on a prompt and regular basis. Ruralco has responsibilities under Corporations Act and the ASX Listing Rules. These responsibilities require Ruralco to immediately release all "price sensitive information" to the market outside scheduled reporting events.

There are exceptions to ASX Listing Rule 3.1 where, for example, the information concerns an incomplete proposal or negotiation or where the information comprises matters of supposition or is insufficiently definite to warrant disclosure. In order for the exceptions to apply, the information needs to be confidential and a reasonable person would not expect the information to be disclosed.

These guidelines have been prepared in order to set out procedures as to the application of continuous disclosure and to assist Ruralco interpret the application of such policies.

This Disclosure Compliance Policy has been formally approved by the Board. Details of the Policy will be disclosed in the annual report of Ruralco on an annual basis together with a brief comment on Ruralco's practices with respect to such disclosure.

Ruralco Holdings Limited ("Ruralco") Disclosure Obligations

Ruralco has adopted this Disclosure Compliance Policy to ensure that Ruralco complies with its disclosure obligations under the Corporations Law and the Listing Rules of the Australian Stock Exchange Limited ("ASX"). The main ASX continuous disclosure requirement is set out in Listing Rule 3.1, which essentially requires Ruralco to immediately notify the ASX of information concerning Ruralco of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of securities of Ruralco. Materially price sensitive information must be immediately notified to the ASX unless it falls within the scope of the confidentiality exemption contained in Listing Rule 3.1. A full copy of Listing Rule 3.1 is attached as Annexure 1.

Materiality Guidelines

It is Ruralco's policy that price sensitive information should be disclosed to all stakeholders on a timely basis, subject to the various exemptions to such disclosure. Price sensitive information may include, depending on its name and subject to the matters set out below:

material changes in financial performance;
material changes to expected future financial performance;
changes in directors and senior executives;
mergers, acquisitions / divestments, material joint ventures or material changes in assets;
material developments in regard to new projects or ventures;
events regarding Ruralco's shares or securities;
substantial litigation; or
industry issues or decisions by regulatory bodies of significance that may impact Ruralco.

The above listing is not exhaustive. Skill and judgment is required to assess all the circumstances in assessing whether a matter is considered "price sensitive information".

The Board has adopted the Materiality Guidelines attached as Annexure 5. Whether a matter is material needs to be considered from both a quantitative viewpoint (eg a claim for more than a specified amount) and a qualitative viewpoint (eg if it could adversely affect the reputation on the company). Matters considered to be material having regard to the Materiality Guidelines are to be immediately reported to the Company Secretary. If there is in any doubt all employees are required to err on the side of disclosure and immediately notify it to the Company Secretary.

Ruralco will ensure that all price sensitive information is released to the market on a timely basis, notwithstanding whether such information has a positive or negative sentiment.

Confidentiality Guidelines
Under ASX Listing Rule 3.1, certain material information does not need to be disclosed if it falls within the scope of the confidentiality exemption in that Listing Rule. Therefore, once you determine that a matter is material, you should also consider whether it could be considered confidential having regard to the Confidentiality Guidelines attached as Annexure 6.

It is imperative that all material information be immediately disclosed to the Company Secretary. Only the Disclosure Committee can decide that a matter should not be disclosed because it falls within the confidentially exemption. However, to assist the Disclosure Committee in making these decisions, you should provide details as to why you consider the information may be confidential.

If you consider that information could be confidential, then you should take all necessary steps to ensure that the information remains confidential. For instance, that information should not be disclosed to journalists or to other parties except on the basis of a confidentiality undertaking.

Reporting

All material information should be reported to the Company Secretary, who will then report to the Disclosure Committee. The information is required to be provided in writing using the form which is Annexure 7. Even if there is no material information from a particular area that area is required to advise monthly that fact to the Company Secretary.

To assist with disclosure requirements, Annexures 4 and 5 set out the information to be provided and the materiality test to be applied and that coupled with the Communication Policy determines when information is potentially to be made available to the Public and thus what should be relayed to the Company Secretary.

Communication

Ruralco will communicate all announcements to the ASX by facsimile or by electronic means as permitted by ASX and will ensure that it retains a confirmation that the announcement has been received by the ASX prior to releasing the information to other parties. Ruralco will post all announcements to its website within twenty-four hours of submitting an announcement to the ASX.

The Ruralco website - www.ruralco.com.au - will also include other relevant background information on its operations, products, management and contact information and will be updated on a regular basis to ensure that the information is current and reliable. Information included on the website will be clearly dated and categorized so that users are aware of the currency and relevancy of the information. Such information will also be released to ASX if it is price sensitive information.

Authorised Spokespersons

Ruralco will also nominate specific representatives who are permitted to communicate with external parties including shareholders analysts and the market. These representatives are known as the "Authorised Spokespersons". The Authorised Spokespersons of Ruralco are:

The Chairman of the Board of Directors;
The Managing Director; and
The Company Secretary in relation to ASX Disclosures approved by the Disclosure Committee.

Other directors and executives should refrain from commenting to any party unless specifically authorised to do so by the Board, the Chairman or the Managing Director.

Market Rumours

Ruralco will take appropriate action to limit the likelihood of market rumours or leaks of information. This will be achieved by:

Ensuring that external advisors (as appropriate) and staff are subject to confidentiality limitations. Ruralco's proforma employment contract with staff contains confidentiality requirements;
Limiting the dissemination of confidential information to those parties that " need to know" the information;
Developing an internal culture that recognizes and accepts the need for good governance generally, and in particular recognizes the need for confidentiality.

Where there are market rumours or leaks the Chairman and Managing Director will consider immediately, and after consideration of all the circumstances, will decide on a course of action. In some cases this will require further disclosure to the ASX to ensure that all parties have equal access to information. If necessary, legal advice will be obtained to ensure that the response is appropriate.

Briefings

Ruralco will refrain from providing briefings to analysts and institutional investors leading up to the release of half yearly and yearly results. A blackout period of 30 days prior to the release of half yearly and yearly results will be imposed whereby Ruralco will not provide direct or indirect briefings to analysts.

In any event where briefings occur, Ruralco will ensure that information is disclosed only where it has previously been announced to the market. Briefings may be used to clarify information previously released however price sensitive information should not be provided unless it has been previously disclosed.

Only an Authorised Spokesperson may make presentations at any analyst briefing. The scope of any such discussions should be agreed in writing prior to the meeting with the analysts. Ruralco will ensure that prior to the meeting the analysts are aware that that Ruralco is unable to provide price sensitive information which has not been disclosed.

On all occasions Ruralco will be cautious in responses to questions, and where appropriate refrain from answering questions to ensure that all parties have access to available information. Ruralco should not speculate regarding expected future performance or actual past performance unless the market has been informed in this regard.

Ruralco should regularly inform the market of past performance against budget, the expected future results and any revisions of expectations. Such information must be provided to the market as a whole rather than to specific stakeholders. In the event that information is inadvertently disclosed that is price sensitive, Ruralco will immediately release this information to the market.

Reporting to the Board

On a six monthly basis (or earlier if appropriate) the Company Secretary will report to the Board in regards to compliance issues relating to this Policy. Major non-compliance with these policies will be reported to the Board immediately.

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Updated as at 15 February 2007.

Annexure 1 - Listing Rule 3.1

Immediate notice of material information

3.1 Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity's securities, the entity must immediately tell ASX that information.

Note: Section 1001D of the Corporations Law defines material effect on price or value. As at 1/7/96 it said for the purpose of section 1001A a reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, or buy or sell, the first mentioned securities.

3.1A This rule does not apply to particular information while each of the following applies.

3.1A.1 A reasonable person would not expect the information to be disclosed.

3.1A.2 The information is confidential and ASX has not formed the view that the information has ceased to be confidential.

3.1A.3 One or more of the following applies:

It would be a breach of a law to disclose the information.
The information concerns an incomplete proposal or negotiation.
The information comprises matters of supposition or is insufficiently definite to warrant disclosure.
The information is generated for the internal management purposes of the entity.
The information is a trade secret.

Introduced 1/7/96. Origin: Listing Rules 3A(1). Amended 1/7/2000.
Examples: The following information would require disclosure if material under this rule:

a change in the entity's financial forecast or expectation
the appointment of a receiver, manager, liquidator or administrator in respect of any loan, trade credit, trade debt, borrowing or securities held by it or any of its child entities'
a transaction for which the consideration payable or receivable is a significant proportion of the written down value of the entity's consolidated assets. Normally, an amount of 5% or more would be significant, but a smaller amount may be significant in a particular case.
a change in the control of the responsible entity of a trust
a proposed change in the general character or nature of a trust
a recommendation or declaration of a dividend or distribution
a recommendation or decision that a dividend or distribution will not be declared.
under-subscriptions or over-subscriptions to an issue
a copy of a document containing market sensitive information that the entity lodges with an overseas stock exchange or other regulator which is available to the public. The copy given to ASX must be in English.
an agreement or option to acquire an interest in the mining tenement, including the number of tenements, a summary of previous exploration activity and expenditure, where the tenements are situated, the identity of the vendor and the consideration for the tenements. Cross reference: Appendix 5B, which requires this information quarterly, regardless of disclosure because of its materiality
information about the beneficial ownership of shares obtained under Part 6C.2 of the Corporations Act
giving or receiving a notice of intention to make a takeover
an agreement between the entity (or a related party or subsidiary) and a director (or a related party of the director).
a copy of any financial documents that the entity lodges with an overseas stock exchange or other regulator which is available to the public. The copy given to ASX must be in English.
achange in accounting policy adopted by the entity.
any rating applied by a rating agency to an entity, or securities of an entity, and any change to such a rating.
a proposal to change the entity's auditor.

Cross reference: Listing rules 3.1A, 3.1B, 5.18, 15.7, 18.7A, 19.2 Guidance Note 8 - Continuous Disclosure: Listing Rule 3.1.

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Updated as at 15 February 2007.

Annexure 4 - Disclosure Compliance Checklist

Matter	Disclosure
1. Corporate 1.1 Acquisition or disposal of subsidiaries or businesses	(a) Details of company involved (b) Details of business (c) Consideration (d) Terms of acquisition/disposal
1.2 Breach of any law	(a) Details of breach (b) Anticipated consequences
1.3 Disputes relating to subsidiaries/divisions/business units	(a) Subsidiary/division/business unit involved (b) Details of dispute, including when it arose and other party or authority (c) Status of dispute (d) Proposed resolution (if any) (e) Anticipated consequences
1.4 Legislative and governmental policy changes	(a) Details of change (b) Effect on Ruralco
2. Material Contracts 2.1 New material contracts	(a) Date and nature of contract (b) Parties (c) Amount involved
2.2 Changes to existing material contracts	(a) Date and nature of contract (b) Parties (c) Reason for change (d) Effect of change
2.3 Breach or termination of any material contract	(a) Date and nature of contract (b) Parties (c) Details of breach or termination (d) Anticipated consequences
3. Litigation 3.1 New litigation	(a) Parties involved (b) Details of litigation (c) Amount involved (d) Commencement date and status (e) Prospects for resolution (f) Anticipated consequences
3.2 Status of ongoing litigation	(a) Parties involved (b) Details of litigation (c) Amount involved (d) Status - any judgment or settlement (e) Prospects for resolution (f) Anticipated consequences
4. Banking and Finance 4.1 New Facilities	(a) Date and type of facility (b) Details of financier (c) Material terms of facility, eg. amount, interest rate, payment dates (d) Security provided
4.2 Material Defaults	(a) Nature of default (b) Date occurred (c) Under which facility (d) Anticipated consequences (eg acceleration of payments) (e) Proposed action
4.3 Other unusual/liabilities under financing	(a) Details of liabilities
4.4 Appointment of receiver over any assets	(a) Company, subsidiary/division involved (b) Date of appointment (c) Reason for appointment (d) Amount involved (e) Details of assets (f) Anticipated consequences
4.5 Application for winding up of any company	(a) Company involved (b) Date of application (c) Reason for application (d) Amount involved (e) Anticipated consequences
5. Employment and Industrial Relations
5.1 Changes in workforce	(a) actual or anticipated increases/decreases in in number of employees (b) Reasons for changes (eg redundancy) (c) Anticipated consequences
5.2 Industrial action	(a) Employees involved (b) Reasons for action (c) Anticipated consequences (d) Proposed resolution
5.3 Accident rates	(a) Number of accidents (b) Details of accidents (c) Anticipated consequences
5.4 Workers' compensation claims	(a) Employee involved (b) Amount claimed (c) Details of claim (d) Proposed resolution (e) Anticipated consequences
5.5 Non-compliance with employment legislation/industrial agreements	(a) Details of non-compliance (b) Anticipated consequences (c) Proposed resolution
5.6 New executives	(a) Name of executive (b) Job description (c) Conditions of service
5.7 Loss of key executives	(a) Name of executive (b) Job description (c) Reasons for loss (d) Proposal to replace
6. Capital expenditure	(a) Details of plant and equipment acquired (b) Consideration (c) Material terms of acquisition (d) Likely impact on company's operations
7. Property
7.1 Acquisition or disposal of property	(a) Details of property (b) Consideration (c) Terms of acquisition or disposal
7.2 New leases	(a) Details of lease (b) Landlord (c) Term (d) Rental per annum (e) Other material terms
7.3 Breach of lease	(a) Details of lease (b) Details of breach (c) Anticipated consequences (d) Proposed resolution
8. Environmental Matters
8.1 Compliance programs - establishing new programs or modifying existing programs	(a) Material aspects of program (b) Anticipated impact on company's business (c) Cost of program
8.2 Details of breaches of environmental laws/requirements	(a) Details of breach (b) Anticipated consequences
8.3 Reports to environmental authorities	(a) Timing of report (b) Material disclosures in report
9. Insurance
9.1 Details of any new/variations in insurance	(a) Details of new/variations in insurance
9.2 Insurance claims	(a) Details of claim, including date and parties involved in claim (b) Anticipated consequences

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Updated as at 15 February 2007.

Annexure 5 - Disclosure Compliance Policy
Materiality Guidelines

Ruralco's Disclosure Obligations

Under the Corporation Act and the Listing Rules of the Australian Stock Exchange Limited ("ASX"), Ruralco is required to notify the ASX of information which a reasonable person would expect to have a material effect on the price or value of securities of Ruralco. The Corporations Act defines such information to include information which would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell, securities of Ruralco.

Materiality

To ensure that Ruralco complies with its disclosure obligations, the Board has adopted this Disclosure Compliance Policy. To assist reporting officers in determining whether information regarding Ruralco is, or may be, material, the Board has adopted the following materiality guidelines. Whether a matter is material must be considered from both a quantitative and qualitative viewpoint. Some guidance is also given to assist in identifying the material contracts.

Quantitative

Matters will be considered material from a quantitative viewpoint if they exceed the following thresholds:

balance sheet items will be considered material if they have an impact on current year's financial position (statement of financial position/balance sheet) of more than 1% of the Group's net assets (>$330,000). For instance, the acquisition of capital equipment having a value in excess of that amount may be material;
profit and loss items will be considered material if they will have an impact on current year's financial performance (statement of financial performance/profit & loss) of more than 5% of the Group's profit before tax (>$250,000). For instance, a claim made against Ruralco for at least that amount could be considered material.

Qualitative

Matters should be considered material from a qualitative viewpoint if:

they could adversely affect the reputation of Ruralco;
they involve a breach of legislation which carries a substantial monetary penalty or imprisonment;
they are outside the ordinary course of business; or
if accumulated, they would satisfy the quantitative test.

Material Contracts

Contracts will be considered material if:

they are outside the ordinary course of business;
they cannot be terminated without penalty on less than 12 months notice;
they contain exceptionally onerous provisions that may materially affect the financial performance of the Group (ie >10% effect);
there is a likelihood that either party will default and the default will have a negative impact on the financial performance of the Group;
they are essential to the activities of Ruralco and cannot be replaced or cannot be replaced without a material impact on the financial performance of the Group; or
they satisfy the quantitative test.

Reporting of Material Information

Any information which could be considered material having regard to the above thresholds and details of material contracts should be immediately reported to the Company Secretary. If you are in any doubt as to whether a matter is material, you should nevertheless bring it to the attention of the Company Secretary.

Review of Guidelines

These materiality guidelines will be reviewed regularly by the Disclosure Committee and the Board having regard to the changing circumstances of Ruralco and any changes to these guidelines will be notified to you.

Questions

If you have any questions about the application of these materiality guidelines, please contact the Company Secretary.

* * * *

Updated as at 15 February 2007.

Annexure 6 - Disclosure Compliance Policy
Confidentiality Guidelines

All material Information to be reported

It is imperative that all material information be reported to the Disclosure Committee. However, reporting officers should also consider whether the material information could fall within the scope of the confidentiality exemption provided for in Listing Rule 3.1. Reports to the committee should confirm whether the reporting officer considers the material information is confidential and the reasons for forming that view.

Confidentiality exemption

To assist reporting officers in determining whether material information is, or may be confidential, the relevant portions of Listing Rule 3.1 dealing with the confidentiality exemption are extracted below, together with some guidance as to their interpretation. It is important to note that material information will only be within the confidentiality exemption if each of the conditions in (i), (ii) and (iii) are satisfied.

The confidentiality exemption will apply if:

(i) a reasonable person would not expect the information to be disclosed; and

For instance, if the disclosure of the information would be materially prejudicial to Ruralco, eg if it came into the hands of competitors.

(ii) the information is confidential; and

You should specify why you consider the information is confidential. For instance:

the information could relate to an agreement which contains confidentiality provisions; or
the information is contained in internal reports and documentation, such as monthly management reports, which are confidential and not generally disclosed to the market.

(iii) one or more of the following conditions apply:

(a) it would be a breach of the law to disclose the information;
(b) the information concerns an incomplete proposal or negotiation;

For instance, the information relates to negotiations and arrangements prior to a legally binding agreement being entered into.

(c) the information comprises matters of supposition or is insufficiently definite to warrant disclosure;

For instance, preliminary results of an activity which have not been verified by confirmatory action.

(d) the information is generated for internal management purposes of Ruralco; or
(e) the information is a trade secret.

If you believe that certain material information falls within the terms of the confidentiality exemption, you should specify exactly why you consider it meets the criteria set out in (i), (ii) and (iii) above.

Maintaining Confidentiality

If you consider that certain material information is confidential, then it is important that all necessary steps be taken to ensure that the information remains confidential and it is not disclosed to third parties.

Review of Guidelines

These confidentiality guidelines will be reviewed regularly by the Board of Directors having regard to the changing circumstances of Ruralco and any changes to these guidelines will be notified to you.

Questions

If you have any questions about the application of these confidentiality guidelines, please contact the Company Secretary.

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Updated as at 15 February 2007.

Annexure 7 - Disclosure Compliance Report

I [insert name] am the Reporting Officer for [insert area] and confirm, in respect of that area, that at [insert date]:

the attached report discloses in full the matters required to be disclosed under Ruralco's Disclosure Compliance Policy; or
there are no matters required to be disclosed under Ruralco's Disclosure Compliance Policy; and
Ruralco's Disclosure Compliance Policy has been implemented for [insert area] in accordance with the Policy.

Notes

Please delete either (i) or (ii).
Please provide details of all material matters in accordance with the Disclosure Guidelines set out in the Disclosure Compliance Policy Checklist.
Please confirm if the information could be considered to be confidential having regard to the Confidentiality Guidelines.

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Updated as at 15 February 2007.

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