TELSTRA GROUP LIMITED — AGM Information 2005

Sep 8, 2005

9 September 2005

The Manager

Company Announcements Office Australian Stock Exchange 4^th Floor, 20 Bridge Street SYDNEY NSW 2000

Office of the Company Secretary

Level 41 242 Exhibition Street MELBOURNE VIC 3000 AUSTRALIA

Telephone 03 9634 6400 Facsimile 03 9632 3215

ELECTRONIC LODGEMENT

Dear Sir or Madam

Telstra Corporation Limited 2005 Notice of Meeting

In accordance with the listing rules, I attach an announcement for release to the market.

Yours sincerely

North book

Douglas Gration Company Secretary

Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556

Telstra Corporation Limited (ABN 33 051 775 556) Annual General Meeting The Harbourside Auditorium Sydney Convention and Exhibition Centre Darling Drive, Darling Harbour, Sydney 10.30 am Tuesday 25 October 2005

Annual General Meeting 2005 Notice of meeting

Venue location

Shareholders are advised to enter the AGM via the external doors, as indicated on the map above, to the Convention Centre. The most convenient stop for Shareholders using the monorall system or the light rail system is the Convention Centre Stop.

You can also view the meeting live from 10.30 am on the Internet at www.telstra.com/agm.

2 September 2005

Dear Shareholder

It is my pleasure to invite you to the 2005 Annual General Meeting of Telstra Corporation Limited on Tuesday 25 October 2005.

The AGM will be held at the Harbourside Auditorium, Sydney Convention and Exhibition Centre, Darling Drive, Darling Harbour, Sydney commencing at 10.30 am. A venue location map is contained on the front of this notice of meeting. Registration will commence at 9.00 am and shareholders are invited to join with the Telstra Board and senior executives for morning tea prior to the meeting. A light lunch will be served during the course of the meeting.

The AGM will also be webcast. Shareholders should log in to www.telstra.com/agm before the meeting to download any software needed to view the event.

Shareholders can submit questions that they would like raised at the AGM using the form contained in the notice of meeting or via the Internet at www.asxperpetual.com.au/telstrajagm. We will respond to the more frequently asked questions at the AGM but as you will appreciate, with Australia's largest shareholder base of over 1.65 million, we will not be able to respond personally to all questions.

I enclose your notice of meeting together with the following documents:

• A personalised proxy form. You can lodge your proxy on-line at the Telstra Share Registry website www.asxperpetual.com.au/telstra. Alternatively, you can complete and return the hard copy proxy form in the reply paid envelope, or fax it to the fax number on your form.
• An Annual Review or Annual Report (if you asked to receive these documents). Electronic copies of the Annual Review and Annual Report are available from the website www.telstra.com.au/abouttelstra/investor. Alternatively, if you would like a hard copy please call 1300 88 66 77.

This year, two of your serving directors, Catherine Livingstone and I, are retiring by rotation and are standing for reelection. Your Telstra Board recommends the re-election of your serving directors.

If you are unable to attend the meeting, please remember to lodge your proxy either on-line at www.asxperpetual.com.au/telstra or complete and then return the proxy form enclosed with this notice.

Hook forward to welcoming you to the meeting.

Yours sincerely

March

Donald G McGauchie AO Chairman

Telstra Corporation Limited ABN 33 051 775 556

Items of business

1. Chairman and CEO presentations

2. Discussion of financial statements and reports

To discuss the Company's financial statements and reports for the year ended 30 June 2005.

3. Adoption of the remuneration report

To adopt the remuneration report for the financial year ended 30 June 2005.

4. Increase in directors' fee pool

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

'THAT the maximum aggregate remuneration payable out of the funds of the Company to non-executive directors of the Company for their services as directors including their service on a committee of directors be increased to \$2,000,000 per annum.'

5. Election and re-election of directors

Catherine Livingstone and Donald McGauchie retire by rotation and in accordance with the Company's constitution:

• (a) Catherine Livingstone, being eligible, offers herself for re-election;
• Mervyn Vogt, being eligible, offers himself for election; and $(b)$
• (c) Donald McGauchie, being eligible, offers himself for re-election.

Note - Item 3.

The vote on this item is advisory only and does not bind the directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company. The Chairman of the meeting intends to vote undirected proxies in favour of the adoption of the remuneration report.

Note - Item 4.

It is the intention of the Board that directors' retirement benefits will cease to accrue from the date of the meeting if this resolution is passed. The proposed increase in the fee pool will permit directors' fees to be increased in recognition of the cessation of retirement benefits. Previously accrued retirement benefits as at the date of the meeting will be preserved and transferred to directors on retirement.

The Company will disregard any vote cast on item 4 by any director of the Company and associates of such a director, unless the vote is cast by such a person as proxy or nominee for another person who is entitled to vote and is cast in accordance with the directions on the form appointing the proxy or the vate is cast by the person chairing the meeting as praxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution where permitted to do so by the relevant proxy form.

Note - Item 5.

The order in which the candidates appear in this notice of meeting has been independently determined by Ernst & Young.

To be successfully elected or re-elected as a director, a candidate must receive more votes 'For' than "Against".

As Donald McGauchie is standing for re-election, Dr John Stocker will chair the meeting for this item.

The Chairman of the meeting intends to vote undirected proxies in favour of the re-election of Catherine Livingstone and Donald McGauchie and against the election of the other candidate.

In the interests of representing the views of as many shareholders as possible, the Chairman of the meeting intends to call a poll in relation to items 3, 4 and 5 at the meeting.

More details for items 3, 4 and 5 are contained in the Explanatory Notes on pages 6 and 7.

Conducting Telstra's Annual General Meeting

Telstra's annual general meeting is intended to give shareholders the opportunity to:

• Hear presentations by the Chairman and Chief Executive Officer about the operations and performance of the Company and the outlook for the year ahead.
• Consider and vote on the resolutions before the meeting including a non-binding resolution on the adoption of the remuneration report.
• Ask questions of the Board, management and the auditor. The Chairman and CEO will generally answer questions on behalf of the Board and management.

To help achieve these objectives Telstra will:

• Webcast the meeting for the benefit of those shareholders unable to attend in person. Shareholders can view the meeting at www.telstra.com/agm.
• Allow shareholders to raise questions in writing before the meeting by either completing the attached form or via the internet at www.asxperpetual.com.au/telstra/aqm.
• Allow a reasonable opportunity for shareholders as a whole at the meeting to ask questions of the Board, management or the auditor about the operations, performance and management of the Company.
• Provide sign language and hearing loop facilities for shareholders with hearing difficulties.
• Answer shareholders' questions honestly and fairly. If we can't answer a question at the meeting we will seek to provide a response to the shareholder asking the question after the meeting.
• . Inform shareholders as to the proxy position with respect to the resolutions to be considered by the meeting and the manner in which the Chairman intends to vote undirected proxies.

To help achieve these objectives we ask that shareholders:

• Are courteous and respectful to all shareholders and others attending the meeting.
• Keep their questions and comments to a reasonable length of time to allow as many shareholders as possible who wish to speak at the meeting an opportunity to do so. Generally a maximum of three minutes each time a shareholder addresses the meeting will be appropriate.
• Confine their questions to the matters before the meeting and matters relevant to shareholders as a whole. If a shareholder's question appears to be more relevant to the shareholder's own circumstances than to shareholders as a whole we will ask that the shareholder raise the matter with management outside the meeting.
• Respect the privacy of individual shareholders attending the meeting and assist in the orderly conduct of the meeting by not photographing, video taping or recording the proceedings of the meeting. A webcast of the entire meeting will be available live on the Telstra investor relations website www.telstra.com/agm and also after the meeting.

RIGHT TO ATTEND AND VOTE
Right to vote and attend meeting Investor	Deadline for Which proxy lodgement of proxies form?
Shareholders registered as at 10.30 am Shareholders on 23 October 2005	10.30 am Sunday Use the orange 23 October 2005 proxy form
Excellent ESOP 97 and 99 participants Telstra ESOP 97 registered at 5.00 pm on 19 October 2005 and ESOP 99 participants	Use the blue 5.00 pm Wednesday 19 October 2005 appointment of nominee form
Telstra OwnShare and DirectShare Telstra OwnShare participants registered at 5.00 pm and DirectShare on 19 October 2005 participants	5.00 pm Wednesday Use the green 19 October 2005 appointment of nominee form

Proxies

You are able to appoint a proxy or nominee to act generally at the meeting on your behalf and to vote in accordance with your instructions on the proxy or nominee form, or if no directions have been given on the form, as the proxy or nominee sees fit.

If you hold Telstra shares in more than one capacity you need to use the forms that are relevant to your holdings. For example, if you are an ordinary shareholder and ESOP participant and you wish to appoint a proxy for your entire holding, you must complete the orange proxy form for your ordinary shares and the blue nominee form for your ESOP holding.

A shareholder, ESOP 97 or 99 participant, OwnShare participant or DirectShare participant entitled to attend and vote can appoint up to two proxies or nominees as appropriate. If you wish to appoint two proxies or nominees, please call 1300 88 66 77 and request an additional form.

For further information on proxies generally, including the appointment of proxies, the proportion of votes per proxy, voting by proxy and lodgement of proxies, please refer to the back of the relevant proxy or appointment of nominee form enclosed with this notice.

Questions

If you have any questions about this notice or the accompanying documents, please contact:

Telstra Share Registrar ASX Perpetual Registrars Limited Level 4, 333 Collins Street, Melbourne Victoria 3000

Telephone: 1300 88 66 77 Overseas: 613 9615 9126 Facsimile: 613 8614 2909

By order of the Board.

frah-

Douglas Gration Company Secretary 2 September 2005

Explanatory notes Item 3 - Adoption of the remuneration report

During this item there will be opportunity for shareholders at the meeting to comment on and ask questions about the Telstra remuneration report. The remuneration report is available on page 34 of the Annual Review and also in the Annual Report. It can also be accessed electronically on the Telstra web site at www.telstra.com.au/abouttelstra/investor.

The vote on the proposed resolution in item 3 is advisory only and will not bind the directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

The Chairman of the meeting intends to vote undirected proxies in favour of the adoption of the remuneration report.

The directors recommend that shareholders vote in favour of item 3.

Item 4 - Increase in directors' fee pool

The proposal before the meeting is to increase the maximum aggregate amount payable to directors for their services as directors (including service on a committee of directors) by \$680,000 to \$2,000,000 per annum.

The maximum aggregate amount currently is \$1,320,000. This limit does not include directors' retirement benefits. In the year to 30 June 2005 directors received fees of \$1,111,094 and accrued retirement benefits of \$551,260 in addition to those fees.

The Board has agreed that if this resolution is passed, directors' retirement benefits will cease to accrue from the date of the meeting. Accrued retirement benefits as at the date of the meeting will be preserved and transferred to directors on retirement.

The proposed increase to the fee pool will also provide capacity to appoint additional directors in the future and pay directors' fees at a level consistent with market benchmarks.

The Board considers that a fee pool of \$2 million compares favourably with the fee pools of Australian companies of comparable size. A recent report by a specialist remuneration firm found that the median fee pool for Australian companies with a market capitalisation in excess of \$5 billion, was \$2.5 million'.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution where permitted to do so by the relevant proxy form.

Given their interest in the subject matter of this resolution, the directors make no recommendation to shareholders on item 4.

1 Source: 2005 Board Remuneration Report. Godfrey Remuneration Group Pty Ltd and Spencer Stuart.

Item 5 - Election and re-election of directors

Catherine B Livingstone BA (Hons) FCA FTSE Age 49	Catherine Livingstone joined Telstra as a non-executive Director in November 2000. She is a member of the Audit Committee and the Technology Committee. Ms Livingstone has a degree in accounting and has held- several finance and general management roles predominantly in the medical devices sector. Ms Livingstone was the Chief Executive of Cochlear Limited (1994 - 2000). Directorships of Other Listed Companies - Current: Director, Macquarie Bank Limited (2003 - ). Directorships of Listed Companies - past three years: Director, Goodman Fielder Ltd (2000 - 2003) and Rural Press Limited (2000 - 2003). Other: -Chairman, CSIRO (2001 - ) and Australian Business Foundation (2000 - ); Director, Sydney Institute (1998 - ); Member, Department of Accounting and Finance Advisory Board Macquarie University and $\sim$ Business/Industry/Higher Education Collaboration Committee (BIHECC), www.
Mervijn Voqt BCom, BEd, ACTT, Grad Doo E & IR Ade 73	Past MACE and AIMM. Lecturer in Education, Educational Technology, Perception & Communication, Foundation Director Victorian Teachers Union (VTU) Credit Union, Vice-President VTU, Member Victorian Curriculum Advisory Board, Member Victorian Universities and Schools Examination Board (VUSEB), State Executive Member Victorian Council of School Organisations (VICSSO), Convenor of Expert Committee on Educational Technology Planning, Employee of Telstra Corporation Ltd since 1994. Elected occupational health and safety representative.
Donald G McGauchie AO Age 55	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, gaanaan maraggamu Donald McGauchie joined Telstra as a non-executive Director in September 1998 and was appointed as Chairman in July 2004. He is Chairman of the Nomination Committee and is a member of the Remuneration. Committee. Mr McGauchie has wide commercial experience within the food processing, commodity trading, finance and telecommunication sectors. He also has extensive public policy experience, having previously held several high-level advisory positions to government including the Prime Minister's Supermarket to Asia Council, the Foreign Affairs Council and the Trade Policy Advisory Council. Directorships of Other Listed Companies - Current: Director, James Hardie Industries NV (2003 - ) and Nufarm Limited (2003 - ). Directorships of Listed Companies - past three years: Deputy Chairman, Ridley Corporation Limited (1998 - 2004); Director, National Foods Limited (2000 - 2005) and Graincorp Limited (1999 - 2002). Other: Director, Reserve Bank of Australia; Partner, C&E McGauchie - Terrick West Estate. President of the National Farmers Federation (1994 - 1998); Chairman, Rural Finance Corporation (2003 - 2004). Awarded the Centenary Medal for service to Australian society through agriculture and business in 2003.

The Chairman of the meeting intends to vote undirected proxies in favour of the re-election of Catherine Livingstone and Donald McGauchie and against the election of the other candidate.

The Telstra Board recommends the re-election of Catherine Livingstone and Donald McGauchie.

Questions from shareholders

Your questions are important to us. Please use this form to submit any questions concerning Telstra that you would like us to respond to at the Annual General Meeting and return it in the reply paid envelope provided or fax it to 613 9615 9911. Shareholders can also lodge questions online at:

www.asxperpetual.com.au/telstra/agm

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We will respond to as many of the more frequently asked questions as possible at the AGM.

Please note we will not be able to reply individually. You will be able to view the AGM live by webcast and after the meeting at: www.telstra.com/agm

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