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TELSTRA GROUP LIMITED — AGM Information 2007
Sep 19, 2007
65927_rns_2007-09-19_4256273a-1bb3-421e-a865-29b48c1ad8b6.pdf
AGM Information
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20 September 2007
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 – 2007 Notice of Annual General Meeting
In accordance with the listing rules, I attach for release to the market a copy of the Notice of Meeting for Telstra’s Annual General Meeting which is to be held on 7 November 2007 in Sydney.
Yours sincerely
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Claire Elliott Acting Company Secretary
Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556
Telstra Notice of Annual General Meeting 2007
20 September 2007
Dear Securityholder
It is my pleasure to invite you to the 2007 Annual General Meeting of Telstra Corporation Limited on Wednesday,7 November 2007 .
The AGM will be held at the Sydney Convention and Exhibition Centre,Bayside Auditorium,
Darling Harbour,Sydney commencing at 9.00am (local time).Securityholder registration will commence at 8.00am and securityholders are invited to join with the Telstra Board and senior executives for refreshments prior to the meeting. A light lunch will be served during the course of the meeting.
The AGM will also be webcast.Securityholders should log in to www.telstra.com/agm before the meeting to download any software needed to view the event.
Securityholders can submit questions that they would like raised at the AGM using the form at the back of this notice of meeting or via the internet at www.linkmarketservices.com.au/telstra/agm .We will respond to the more frequently asked questions at the AGM but as you would appreciate,with Australia’s largest shareholder base of over 1.5 million,we will not be able to respond individually to all questions.
I enclose your notice of meeting together with a personalised proxy form for shareholders and/or a personalised direction form for instalment receipt holders.You can lodge your proxy or direction on-line at the Telstra Share Registry website www.linkmarketservices.com.au/telstra .Alternatively,you can complete and return the hard copy form(s) in the reply paid envelope enclosed,or fax it to the fax number on the form(s).
This year one of your serving directors,Belinda Hutchinson is retiring by rotation and not standing for reelection.The Telstra Board thanks Belinda for her significant contribution to Telstra over her six year tenure.
If you are unable to attend the meeting,please remember to lodge your proxy or direction either on-line at www.linkmarketservices.com.au/telstra or complete and then return the form(s) enclosed with this notice.
I look forward to welcoming you to the meeting.
Yours sincerely
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Donald G McGauchie AO Chairman
Telstra Corporation Limited ABN 33 051 775 556
Notice of Annual General Meeting 2007
ITEMS OF BUSINESS
1. CHAIRMAN AND CEO PRESENTATIONS
2. REMUNERATION REPORT
To adopt the remuneration report for the financial year ended 30 June 2007.
3. DISCUSSION OF FINANCIAL STATEMENTS AND REPORTS
To discuss the Company’s financial statements and reports for the year ended 30 June 2007.
4. APPOINTMENT OF AUDITOR
To consider,and if thought fit,pass the following resolution as an ordinary resolution:
“THAT Ernst & Young,having consented to do so,be appointed as the auditor of the Company.”
5. INCREASE IN DIRECTORS’FEE POOL
To consider,and if thought fit,pass the following resolution as an ordinary resolution:
“THAT in accordance with rule 24.1 of the Company’s constitution,the maximum aggregate remuneration payable from the Company to non-executive directors of the Company for their services as directors including their service on a committee of directors be increased by $1,000,000 to a maximum sum of $3,000,000 per annum.”
6. ELECTION AND RE-ELECTION OF DIRECTORS In accordance with the Company’s constitution Ms Belinda Hutchinson retires by rotation and is not seeking re-election.The Company did not receive any nominations for election as a director.
NOTES
Item 2: The remuneration report forms part of the statutory Annual Report which is available for securityholders to access and download from www.telstra.com.au/abouttelstra/investor/annual_reports.cfm .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.
Item 5: The Company will disregard any vote cast on item 5 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 vote is cast by the person chairing the meeting as proxy 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 or nominee form.
In the interests of representing the views of as many securityholders as possible,the Chairman of the meeting intends to call a poll in relation to items 2,4 and 5.
More details for items 2,4 and 5 are contained in the explanatory notes on pages 5 to 6.
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Notice of Annual General Meeting 2007
CONDUCTING TELSTRA'S ANNUAL GENERAL MEETING
Telstra’s Annual General Meeting is intended to give securityholders the opportunity to:
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Hear presentations by the Chairman and CEO about the operations and performance of the Company and the outlook for the year ahead.
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Consider and vote on the resolutions before the meeting including a non-binding resolution on the adoption of the remuneration report.
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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:
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Webcast the meeting for the benefit of those securityholders unable to attend in person.Securityholders can view the meeting live at www.telstra.com/agm and the webcast will be archived after the meeting for replay.
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Allow securityholders to raise questions in writing before the meeting by either completing the attached form or via the internet at www.linkmarketservices.com.au/telstra/agm .
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Allow a reasonable opportunity for securityholders 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.
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Provide sign language and hearing loop facilities for securityholders with hearing difficulties.
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Answer securityholders’questions honestly and fairly.If we can’t answer a question at the meeting we will seek to provide a response to the securityholder asking the question after the meeting.
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Inform securityholders 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 securityholders:
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Are courteous and respectful to all securityholders and others attending the meeting.
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Keep their questions and comments to a reasonable length of time to allow as many securityholders as possible who wish to speak at the meeting an opportunity to do so.Generally a maximum of three minutes each time a securityholder addresses the meeting will be appropriate.
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Confine their questions to matters before the meeting and matters relevant to securityholders as a whole. If a securityholder’s question appears to be more relevant to the securityholder’s own circumstances than to securityholders as a whole,we will ask that the securityholder raise the matter with management outside the meeting.
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Respect the privacy of individual securityholders attending the meeting and assist in the orderly conduct of the meeting by not photographing,video taping or recording the proceedings of the meeting.
ACCESS YOUR ANNUAL REPORT ONLINE
The statutory Annual Report and the Shareholder Update are available for securityholders to access and download from www.telstra.com.au/abouttelstra/investor/annual_reports.cfm .If you would like to receive a hard copy of the statutory Annual Report free of charge you can contact Telstra Share Registry on 1300 88 66 77 .
Securityholders who have specifically requested a hard copy of the statutory Annual Report will receive it separately in the mail.
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Notice of Annual General Meeting 2007
PROXIES AND NOMINEES
You are able to appoint a proxy or a nominee to act generally at the meeting on your behalf and to vote in accordance with your instructions on the proxy or nominee form.If no directions have been given on the proxy or nominee form, the proxy or nominee may vote as they see fit.A proxy or nominee need not be a securityholder of the Company.
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 an 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.If you hold instalment receipts you should refer to the instructions below in lodging your yellow direction form.
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,and may specify the proportion or number of votes each proxy or nominee is appointed to exercise.If no proportion or number is specified each proxy or nominee may exercise half of the shareholder’s votes.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 of meeting.
INSTALMENT RECEIPT HOLDERS
Instalment receipt holders can only vote by means of the yellow direction form which must be lodged by 7.00 pm on 1 November 2007 in order for your vote to count.
If you hold instalment receipts you are able to vote the underlying shares that relate to your instalment receipts by directing the IR Trustee to vote on your behalf,using the yellow direction form.
Please note that if you wish to vote your underlying shares at Telstra's Annual General Meeting you must complete and return the yellow direction form in accordance with the instructions on the back of the form,even if you will be attending the meeting.If you do not return the yellow form by the required time,neither you nor the IR Trustee will be able to vote your underlying shares.
Under the IR Trust Deed,eligible instalment receipt holders may attend and ask questions at the meeting but cannot vote at the meeting.
If you are a joint holder of instalment receipts and more than one direction form is lodged for your holding,under the IR Trust Deed only the directions given by the first named registered holder will be considered as valid.
Instructions on how to instruct the IR Trustee to vote your underlying shares are contained on the back of the yellow direction Form.
QUESTIONS
If you have any questions about this notice or the accompanying documents,please contact: Telstra Share Registry Instalment Receipt Registry Link Market Services Link Market Services Level 12,680 George Street,Sydney NSW 2000 Level 12,680 George Street,Sydney NSW 2000 Telephone: 1300 88 66 77 Telephone: 1800 18 18 18 Overseas: +61 2 8280 7756 Overseas: +61 2 8280 7756 Facsimile: +61 2 9287 0309 Facsimile: +61 2 9287 0309
By order of the Board
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Claire Elliott Acting Company Secretary 20 September 2007
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Notice of Annual General Meeting 2007
RIGHT TO VOTE AND RIGHT TO ATTEND THE MEETING
| Deadline for lodgement | |||
|---|---|---|---|
| Investor | Right to vote and right to attend the meeting | Which form? | of form |
| Shareholders | Shareholders registered as at 9.00 am on | Use theorange | 9.00 am Monday |
| 5 November 2007 | proxy form | 5 November 2007 | |
| Telstra ESOP 97 and ESOP 99 participants | Telstra ESOP 97 and ESOP 99 particpants | Use theblue | 5.00 pm Wednesday |
| registered at 5.00 pm on 31 October 2007 | appointment of | 31 October 2007 | |
| nominee form | |||
| Telstra OwnShare and DirectShare | Telstra OwnShare and DirectShare | Use thegreen | 5.00 pm Wednesday |
| participants | participants registered at 5.00 pm on | appointment of | 31 October 2007 |
| 31 October 2007 | nominee form | ||
| Instalment receipt holders | Instalment Receipt Holders registered at | Use theyellow | 7.00 pm Thursday |
| 7.00 pm on 1 November 2007* | direction form | 1 November 2007 |
- Instalment receipt holders may only vote by means of a yellow direction form.Please see page 4 for instructions.
EXPLANATORY NOTES
ITEM 2 – ADOPTION OF THE REMUNERATION REPORT
During this item there will be opportunity for securityholders at the meeting to comment on and ask questions about the Telstra remuneration report.The remuneration report forms part of the statutory Annual Report and is available for securityholders to access and download from www.telstra.com.au/abouttelstra/investor/annual_reports.cfm .
The vote on the proposed resolution in item 2 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.
Board Recommendation: The Board recommends that securityholders vote in favour of item 2.
ITEM 4 – APPOINTMENT OF AUDITOR
Following the completion and settlement of the Telstra 3 Share Offer on 24 November 2006,the Auditor General resigned as auditor of the company.Since 2000 Ernst and Young (EY) has acted as the agent of the Auditor General in the provision of audit services to the Company.The Board has approved the appointment of EY as auditor of the Company subject to securityholder approval.Based on EY’s relationship with the Company and EY’s understanding of the Company and its current transformation processes,the Board recommends appointing EY as auditor.
In accordance with Section 328 of the Corporations Act 2001,Telstra Chairman Donald McGauchie has nominated EY as auditor and EY has consented to the firm’s appointment.A copy of the nomination of EY as auditor is attached overleaf.
The Chairman of the meeting intends to vote undirected proxies in favour of the appointment of EY as auditor.
Board recommendation: The Board recommends that securityholders vote in favour of item 4.
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Notice of Annual General Meeting 2007
NOMINATION OF AUDITOR
5 September 2007 Mr Douglas Gration Company Secretary Level 41,242 Exhibition Street Melbourne VIC 3000
Nomination of Ernst & Young as auditor of Telstra Corporation Limited
I,Donald G McGauchie,being a shareholder of Telstra Corporation Limited,pursuant to section 328 of the Corporations Act 2001,nominate Ernst & Young for appointment as auditor of the Company at the next Annual General Meeting of the Company.
Yours sincerely
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Donald G McGauchie
ITEM 5 – INCREASE IN DIRECTORS’FEE POOL
The proposal before the meeting is to increase the maximum aggregate amount payable to non-executive directors for their services as directors by $1,000,000 to $3,000,000 per annum.
The fee pool covers all fees for services as a director including committee fees and superannuation contributions. Directors must take at least 20 percent of their fees in the form of shares in the Company.Telstra does not pay any benefit in connection with a director's retirement from office other than superannuation contributions.
The Board has sought independent external advice on the appropriate level of the directors’fee pool. An increase in the fee pool will provide scope to appoint additional suitably qualified and experienced directors and to pay fees which are consistent with market benchmarks. Six out of the top ten Australian companies listed on the ASX already have a fee pool of $3 million or greater. The Board considers that a fee pool of $3 million is appropriate for a company as large and complex as Telstra,is consistent with the fee pool of companies of comparable size and complexity and will help enable the Company to attract and retain high calibre directors.Increasing the fee pool available does not mean the entire amount will be used immediately.
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.
Board recommendation: Given their interest in the subject matter of this resolution,the Board makes no recommendation to securityholders on item 5.
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Notice of Annual General Meeting 2007
QUESTIONS FROM SECURITYHOLDERS
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 +61 2 9287 0309.Securityholders can also lodge questions on-line at www.linkmarketservices.com.au/telstra/agm .
We will respond to as many of the more frequently asked questions as possible at the AGM.
Please note that 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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Securityholder Reference Number (SRN) or Holder Identification Number (HIN): ..................................................................
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Visit Telstra Investor Relations at www.telstra.com.au/abouttelstra/investor or visit our interactive advocacy website at www.nowwearetalking.com.au