TELSTRA GROUP LIMITED — AGM Information 2013

Aug 27, 2013

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28 August 2013

The Manager

Company Announcements Office Australian Securities Exchange 4[th] Floor, 20 Bridge Street SYDNEY NSW 2000

Office of the Company Secretary

Level 41 242 Exhibition Street MELBOURNE VIC 3000 AUSTRALIA

General Enquiries 08 8308 1721 Facsimile 03 9632 3215

ELECTRONIC LODGEMENT

Dear Sir or Madam

Telstra Corporation Limited – 2013 Notice of Annual General Meeting and Shareholder Voting Form

In accordance with the Listing Rules, I attach a copy of Telstra’s 2013 Notice of Annual General Meeting and Shareholder Voting Form for release to the market.

Yours faithfully

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Damien Coleman

Company Secretary

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

TELSTRA CORPORATION LIMITED

2013 ANNUAL GENERAL MEETING

28 August 2013

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Dear Shareholder

I am pleased to invite you to the 2013 Annual General Meeting (AGM) of Telstra Corporation Limited, which will be held on Tuesday 15 October 2013 at 9.30am (Sydney time) in:

Hall 5 Sydney Convention and Exhibition Centre (SCEC) Darling Drive Darling Harbour, Sydney

This year we have included with your Notice of Meeting, a brief overview of our key outcomes and highlights for our strategic priorities in the financial year 2013. The Notice of Meeting outlining the items of business which you will be asked to consider at the AGM, commences from page 4.

Shareholders attending the AGM can register from 8.30am (Sydney time) at the venue. A map together with information on how to get to the venue is contained on page 11. The Telstra Board and senior executives would like to invite Shareholders to join them for refreshments prior to the AGM. A light lunch will also be served during the course of the Meeting.

Enclosed with this notice is your personalised Voting Form and a Shareholder Question Form which provides an opportunity for Shareholders to ask questions related to the items of business before the AGM. Frequently asked questions will be addressed either by David Thodey, Chief Executive Officer or myself at the AGM.

The AGM will be webcast live online at www.telstra.com/agm (unmetered for BigPond[®] customers). The webcast will be recorded and made available to view after the AGM.

This year Dr Nora Scheinkestel is standing for re-election. Mr Chin Hu Lim, having been appointed since the last AGM, will also be standing for election. The Telstra Board (other than the relevant Director in relation to his/her own election or re-election) recommends the re-election/election of Dr Scheinkestel and Mr Chin Hu Lim.

If you are unable to attend the AGM we encourage you to lodge your vote in advance. You can lodge your vote online at vote.linkmarketservices.com/tls or return your Voting Form in the envelope provided. For more information on voting, please refer to pages 4 and 5 of this Notice.

Please contact the Telstra Share Registry on (+61) 1300 88 66 77 if you have any queries regarding the AGM or your shareholding.

On behalf of my fellow Directors, I look forward to welcoming you to the 2013 AGM.

Yours sincerely

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Catherine B Livingstone AO Chairman

Telstra Corporation Limited ABN 33 051 775 556

2013 KEy oUTCoMEs ANd hIGhLIGhTs

$26.0b $10.6b

$3.9b $3.5b

30.7¢

ToTal income 1.9 %

earnings before inTeresT, Tax, depreciaTion and amorTisaTion 3.9%

neT profiT 12.9%

in diVidends

earnings per sHare 11.6%

$1.2b $0.8b $1.3b 79% $231m

inVesTed in THe Wireless neTWork (ex specTrUm)

inVesTed in specTrUm licence reneWals

commiTTed To acqUire neW mobile specTrUm licences

emploYee engagemenT score, foUr percenTage poinTs aboVe THe aUsTralian naTional norm

ToTal ValUe of social and commUniTY conTribUTions

capex To sales raTio WiTH capiTal 14.9% expendiTUre of $3.8b $5.0b free casHfloW 3.3%

33%

redUced carbon emissions inTensiTY

IMpRovING CUsToMER sATIsfACTIoN

more THan 10m sUrVeYs and oUr cUsTomers are Telling Us THaT We are geTTing beTTer, bUT We sTill HaVe more To do

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LOYALTY PROGRAM
40% OF
TRANSACTIONS
>600k
ARE NOW
MOVIE, SPORTS
COMPLETED & CONCERT TICKETS MOBILE CUSTOMER
ONLINE
DATA ALERTS
INTRODUCED
UP 10PP
THIS YEAR 2.4m EVERY MONTH
POSTPAID MOBILE NO
LOCK IN PLANS LAUNCHED
PROVIDES FLEXIBILITY TO OUR CUSTOMERS
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2 Telstra 2013 notice of meeting

RETAINING ANd GRowING CUsToMER NUMbERs

oUr prodUcTs and ongoing neTWork inVesTmenTs conTinUe To aTTracT neW cUsTomers.

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MOBILES CUSTOMERS
15.1m (DOMESTIC) +1,257k
MOBILES CUSTOMERS
3.9m +425k
(CSL)
2.8m FBB CUSTOMERS +173k
7.8m PSTN LINES -287k
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sIMpLIfyING ThE bUsINEss

THe simplificaTion of oUr bUsiness conTinUes To deliVer benefiTs for oUr cUsTomers, emploYees and sHareHolders.

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$1 BILLION OF PRODUCTIVITY BENEFITS IMPROVING ON-LINE SALES
RE-INVESTED TO SUPPORT AND CAPABILITY
> GROWTH IN OUR CUSTOMER BASE
> CUSTOMER SATISFACTION INITIATIVES
> DEVELOPMENT OF NEW GROWTH BUSINESSES
> 2M REGULAR USERS OF MY ACCOUNT
> 1M ACTIVE 24X7 APP USERS
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INCREASED SUPPLY CHAIN EFFICIENCIES

› PRODUCTIVITY BENEFITS WERE DELIVERED BY CONTINUED PROCESS IMPROVEMENT > REDUCTION IN SUPPLIERS > OPTIMISED THIRD PARTY SPEND › OPERATING EXPENSE GREW BY ONLY 0.5 PER CENT

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bUILdING NEw GRowTh bUsINEssEs

deVeloping neW bUsiness is imporTanT To oUr long-Term groWTH.

$1.5b	NAS +17.7%
$1.7b	INTERNATIONAL BUSINESSES +16.2%
$2.2b	MEDIA (INCLUDING SENSIS) -7.8%

Telstra 2013 Notice of Meeting 3

TELsTRA NoTICE of MEETING 2013

VoTiNG

ITEMs of bUsINEss

The ways in which you can vote are outlined below. Please refer to the table on page 5 for the voting deadlines.

1. CHAIRMAN AND CEO PRESENTATIONS

Voting Electronically

1. DISCuSSION OF FINANCIAL STATEMENTS AND REPORTS

2. To discuss the Company’s financial statements and reports for the year ended 30 June 2013.

3. ELECTION AND RE–ELECTION OF DIRECTORS

4. To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:

5. (a) ‘That Mr Chin Hu Lim, being eligible, be elected as a Director’; and

6. (b) ‘That Dr Nora Scheinkestel, being eligible, be re-elected as a Director’.

7. GRANT OF PERFORMANCE RIGHTS

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

‘That approval be given for all purposes for the grant to the Chief Executive Officer, David Thodey, of up to 1,041,256 Performance Rights under the Telstra FY14 Long Term Incentive Plan, on the terms summarised in the Explanatory Notes’.

1. REMuNERATION REPORT

To consider and, if thought fit, pass the following resolution as an ordinary resolution: ‘That the Remuneration Report for the year ended 30 June 2013 be adopted’.

We encourage you to lodge your vote electronically at vote.linkmarketservices. com/tls. To log in you will need your holder number and postcode for your shareholding. These can be found on the top right hand corner of your Voting or Nominee Form.

Voting form

Enclosed with this Notice of Meeting is a personalised Voting Form. The Voting Form allows Shareholders who are not attending the Meeting to either lodge their vote directly, or appoint a proxy or nominee to vote on their behalf. Voting Forms are colour coded (refer to the table on page 5). If you hold Telstra shares in more than one capacity, please be sure to complete the Voting Form that is relevant to each holding.

The Blue Voting Form can be used to either vote your shares directly (Section A) or appoint a proxy to vote on your behalf (Section B). The Green Nominee Form (sent to participants of various employee plans) can be used to appoint a Nominee to vote on their behalf (Section A).

Direct Voting

ADDiTioNAL iNformATioN

Please refer to the Explanatory Notes on pages 6 to 9 for more information on items 3, 4, and 5.

under the Corporations Act, voting restrictions apply to the company’s key management personnel (KMP) and their closely related parties for items 4 and 5. The term “closely related party” in relation to a member of KMP includes a spouse, dependent and certain other close family members, as well as any companies controlled by the KMP. In addition, voting exclusions apply in respect of item 4 under the ASX Listing Rules. Please refer to the Explanatory Notes for more details.

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.

By completing Section A of the Blue Voting Form, you are voting your shares directly and do not appoint a third party, such as a proxy, to act on your behalf. Shareholders should complete their voting directions by selecting ‘for’ or ‘against’ for each item on the Voting Form. Do not complete the ‘abstain’ box if you are voting directly as it will result in an invalid vote. If no direction is given on an item, or if Section A and Section B are both completed on the Voting Form, your vote may be passed to the Chairman of the Meeting as your proxy.

Appointing Proxies or Nominees

Shareholders, Telstra ESOP 99 Participants and Participants of eligible employee share plans (such as Telstra OwnShare, DirectShare and 2012 and 2013 Employee Share Plans), who are entitled to attend and vote at the AGM, may appoint a proxy (in the case of a Shareholder) or a nominee

4 Telstra 2013 Notice of Meeting

(in the case of a Participant) to act generally at the Meeting on their behalf, and to vote.

Complete Section B of the Blue Voting Form or Section A of the Green Nominee Form to appoint your proxy or nominee. Shareholders should complete their voting directions by selecting ‘for’ or ‘against’ for each item on the Voting or Nominee Form. If no direction is given, the proxy or nominee may vote as they see fit. A proxy or nominee need not be a Shareholder of the Company.

A Shareholder or Participant entitled to attend and vote can appoint up to two proxies or nominees as appropriate, and should 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 or Participant’s votes. If you wish to appoint two proxies or two nominees, please call (+61) 1300 88 66 77 and request an additional Voting or Nominee Form.

A corporate Shareholder or proxy must appoint a person as its corporate representative (see the Voting Form for further information).

Appointing the Chairman as your Proxy or Nominee

You may appoint the Chairman of the Meeting as your proxy or nominee. If you direct the Chairman of the Meeting how to vote on an item of business, your vote will be cast in accordance with your

direction. If you do not direct the Chairman how to vote on an item of business, then by completing and returning the relevant Voting Form you will be expressly authorising the Chairman of the Meeting to exercise your undirected proxy or nominee on a resolution even though it may be directly or indirectly connected with the remuneration of a member of KMP.

CoNTACT DETAiLS

You can lodge your vote electronically, by facsimile, by hand or by mail to the Telstra Share Registry whose details are listed below.

If you have any questions about this Notice or the relevant Voting Form please contact:

More information on lodging your vote can be found on the back of the relevant Voting or Nominee Form enclosed with this Notice of Meeting. This includes information on voting in relation to items 4 and 5 where voting exclusions apply.

Telstra Share Registry (Australia) Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

Telephone: +61 1300 88 66 77 Facsimile: +61 2 9287 0309

Telstra Share Registry (New Zealand) Link Market Services Limited Level 7, Zurich House 21 Queen Street, Auckland 1010, New Zealand

AGm oNLiNE WEBCAST

Shareholders can view a live webcast of the AGM online at www.telstra.com/agm (unmetered for BigPond[®] customers) from 9.30am (AEDT) on Tuesday 15 October 2013. The webcast will be recorded and made available to view after the AGM.

Telephone: (within NZ) 0800 835 787 All Other: +64 9 375 5998 Facsimile: +64 (9) 375 5990

2013 ANNUAL rEPorT

The 2013 Annual Report is available for Shareholders on our investor website www.telstra.com.au/annualreports. If you would like to receive a hard copy of the 2013 Annual Report, at no charge, please contact the Telstra Share Registry on (+61) 1300 88 66 77. Shareholders who have previously elected to receive a hard copy of 2013 Annual Report will receive it separately in the mail.

By order of the Board of Directors

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Damien Coleman Company Secretary 28 August 2013

investor	right to vote and attend the meeting or view the proceedings	lodging your vote – which form should i use?	deadline for lodgement
Shareholders	Shareholders registered as at 9.30am (AEDT) on Sunday 13 October 2013	use the Blue Voting Form to either vote directly (Section A) or appoint a proxy (Section B)	9.30am (AEDT) on Sunday 13 October 2013
Telstra ESOP 99 Participants	Telstra ESOP 99 Participants registered at 5.00pm (AEDT) on Tuesday 8 October 2013	use the Green Nominee Form to direct the Telstra ESOP Trustee how to vote	5.00pm (AEDT) on Tuesday 8 October 2013
Participants of other eligible Employee Share Plans	Participants registered at 5.00pm (AEDT) on Tuesday 8 October 2013	Participants should lodge their votes online. Refer to the email notifcation from the Telstra Share Registry, or go tovote.linkmarketservices. com/tls	5.00pm (AEDT) on Tuesday 8 October 2013

Telstra 2013 Notice of Meeting 5

ANNuAL GENERAL MEETING

ExpLANAToRy NoTEs

iTEm 3 – ELECTioN AND rE-ELECTioN of DirECTorS

Mr Chin Hu Lim and Dr Nora Scheinkestel, Directors, are standing for election or re-election and will retire in accordance with the provisions of the Constitution and, being eligible, offer themselves for election or re-election.

Mr Lim’s and Dr Scheinkestel’s relevant skills and experience are summarised below.

To be successfully elected as a Director, a candidate must receive more votes cast ‘for’ than ‘against’.

Board recommendation:

The Board (other than the relevant Director in relation to his/her own election or re-election) recommends the election of Mr Chin Hu Lim and the re-election of Dr Nora Scheinkestel.

The Chairman of the Meeting intends to vote undirected proxies in favour of the election of Mr Chin Hu Lim and the re-election of Dr Nora Scheinkestel.

CHiN HU Lim

B APPLIED SCIENCE, DIP EEE

Mr Lim was appointed as a non-executive Director on 9 August 2013.

Mr Lim is an experienced company director and has almost 30 years of experience in the technology sector across the Asia Pacific Region. He is the Managing Partner of Stream Global Pte Ltd, a company that has been appointed by Singapore’s National Research Foundation to provide seed funding for technology start ups. He was CEO of Frontline Technologies Corp Inc., a Singapore Exchange listed company, from 2000 to 2008 and BT South East Asia from 2010 to 2011. Previously he was Managing Director for Sun Microsystems in Singapore and country director for Sun in Thailand, Indonesia, Philippines and Vietnam during the 1990s, after a career in sales, marketing and managerial roles for Hewlett Packard in the 1980s.

other listed company Directorships - past three years Kulicke & Soffa Industries Inc (NASDAQ: KLIC) (from 2011)

other directorships/appointments

Director, G-Able (Thailand) Ltd (from 2011), Changi General Hospital & Integrated Health Information Systems (from 2009), ICONZ-Webvisions Pte Ltd (from 2011) and Caledonian Investments Pte Ltd (from 2011). Council member of Singapore Institute of Directors (from 2012) and Infocomm Development Authority – Personal Data Protection Advisory Committee (from 2013).

NorA L SCHEiNkESTEL

LLB(HONS), PHD, FAICD

Dr Scheinkestel was appointed as a nonexecutive Director in August 2010 and elected in October 2010. She is Chairman of the Audit Committee.

Dr Scheinkestel is an experienced company director with a background as a senior banking executive in international and project financing. She currently consults to government, corporate and institutional clients in areas such as corporate governance, strategy and finance. She is also an Associate Professor at the Melbourne Business School at Melbourne university and is a member of the Takeovers Panel. Dr Scheinkestel held a number of roles in the utility sector including Chairman of South East Water Limited from 2002 to 2005 and the Energy 21 and Stratus Gas Group from 1997 to 1999. She has also served on a range of public and private sector boards including, more recently, AMP Limited and its funds management and banking subsidiaries, Mayne Group Limited and Mayne Pharma Limited, Medical Benefits Fund of Australia Ltd, Newcrest Mining Limited and North Limited. In 2003, Dr Scheinkestel was awarded a centenary medal for services to Australian society in business leadership.

other listed companies–past three years

Director, Insurance Australia Group Limited (from 2013), Orica Limited (from 2006), Pacific Brands Limited (2009– 2013) and AMP Limited (2003–2013).

6 Telstra 2013 Notice of Meeting

iTEm 4 – GrANT of PErformANCE riGHTS

In line with common market practice, Shareholder approval is sought for the proposed grant of Performance Rights to the CEO, David Thodey, under the Telstra FY14 Long Term Incentive Plan (Plan) on the terms set out below.

The Board (other than David Thodey) approved the grant of 1,041,256 Performance Rights to the CEO representing his FY14 LTI entitlement, subject to Shareholder approval at this Meeting.

Plan terms and conditions

Each Performance Right entitles the CEO to one fully paid ordinary Telstra Share at the end of a three year performance period, subject to the satisfaction of the performance measures described below and a further restriction until 30 June 2017. until the performance measures are achieved and the Performance Rights vest, the CEO has no legal or beneficial interest, no entitlement to receive dividends and no voting rights in relation to the Performance Rights.

During the restriction period the CEO is prevented from trading or disposing of the shares allocated. Shares allocated to the CEO on vesting of the Performance Rights will be shares purchased on market and will rank equally with other Telstra Shares.

The total number of Performance Rights to be granted to the CEO will be 1,041,256. This number was determined based on the CEO’s maximum LTI opportunity, i.e. 200% of his fixed remuneration of $2,650,000 divided by the volume weighted average share price for the five days after the FY13 results announcement of $5.09. This process is consistent with the Plan rules and previous LTI grants.

Performance measures

The proposed grant of Performance Rights will be subject to two separate performance measures over a three year performance period:

• half of the Performance Rights will be subject to Telstra’s relative Total Shareholder Return (TSR) performance measured against a comparator group of large market capitalisation international telecommunication firms; and

• half of the Performance Rights will be subject to Telstra achieving its Free Cash Flow Return on Investment (FCF ROI) target.

The Performance Rights lapse if the performance measures are not met at the end of the performance period. There is no re-testing of Performance Rights after the vesting date.

relative TSr measure

The relative TSR component of the Performance Rights will vest if Telstra’s relative TSR performance is equal to or greater than the median of the comparator group of companies at the end of the three year performance period, in accordance with the following vesting schedule:

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relative Tsr ranking against the % of performance rights subject to
comparator group the relative Tsr measure that vest
Below 50th percentile Nil
At 50th percentile 25%
Above the 50th percentile but below the Straight line vesting between
75th percentile 25 – 100%
At or above the 75th percentile 100%
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The comparator group of large market capitalisation international telecommunication firms is consistent with the comparator group for the previous four financial years and is disclosed in Telstra’s 2013 Remuneration Report which is available at www.telstra. com/annualreport.

fCf roi measure

The FCF ROI component of the Performance Rights will vest if Telstra achieves its target FCF ROI for the performance period. The FCF ROI vesting schedule is as follows:

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% fcf roi target and stretch % of performance rights subject to
the fcf roi measure that vest
15.1% 50%
Between 15.1% and 16.7% Straight line vesting between 50 – 100%
16.7% or more 100%
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FCF ROI is calculated by dividing the average annual free cashflow over the three year performance period by Telstra’s average investment over the same period.

As the CEO’s grant forms part of his LTI remuneration, the Performance Rights will be granted at no cost to the CEO and no amount is payable on vesting of the Performance Rights. The Performance Rights will be granted under, and subject to, the Plan rules. If Shareholder approval is obtained, it is anticipated that the Performance Rights will be granted to the CEO shortly after the Meeting and, in any event, no later than 12 months after the date of the Meeting.

Telstra 2013 Notice of Meeting 7

ANNuAL GENERAL MEETING

ExpLANAToRy NoTEs CoNTINUEd

Trading restriction

Shares allocated to the CEO on vesting of his Performance Rights will be subject to an additional restriction, ending on 30 June 2017 at the earliest. During the restriction period the CEO’s Telstra shares will be held in trust and he will be entitled to dividends on his vested shares.

Treatment of Performance rights on cessation of employment

In the event of cessation of employment for reasons of death, total and permanent disablement, retirement or separation by mutual agreement, a pro-rata number of unvested Performance Rights will lapse based on the proportion of time remaining in the performance and restriction period. The portion relating to the CEO’s completed service may still vest subject to achieving the performance measures of the Plan at the end of the applicable performance period.

Change of control

In certain limited circumstances, such as a takeover event where 50 per cent or more of all issued fully paid shares are acquired, the Board may exercise discretion to vest Performance Rights that have not lapsed.

other information

In relation to the Plan:

• the CEO is the only director entitled to participate in the Plan;

• this is the first grant to the CEO under the Plan. The CEO previously received a grant of 1,391,076 Performance Rights relating to the FY13 LTI Plan in accordance with shareholder approval received at the 2012 Annual General Meeting;

• the CEO is prohibited from hedging the share price exposure in respect of Performance Rights during the performance period and restriction period applicable to those Performance Rights;

• Telstra’s Securities Trading Policy will apply after the restriction period ends and Shares can only be traded during the approved trading windows;

• the CEO requires Board approval to sell Shares after the restriction period ends if he has not met the requirements of the Executive Share Ownership Policy; and

• if Shareholder approval is obtained, details of the Performance Rights granted to the CEO under the Plan will be provided in the Remuneration Report for the year ending 30 June 2014.

Voting exclusion statement

The Company will disregard any votes cast on item 4 by, or on behalf of:

• the CEO and his associates (in any capacity); and

• a member of the KMP at the date of the meeting (and their closely related parties) acting as a proxy,

unless the vote is cast:

• as proxy for a person entitled to vote in accordance with a direction on the Voting Form, or

• by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

Board recommendation:

The Board (other than David Thodey) considers the grant of Performance Rights to the CEO to be appropriate in all the circumstances and recommends that Shareholders vote in favour of item 4.

The Chairman of the Meeting intends to vote all available proxies in favour of the grant of Performance Rights to the CEO.

• there is no loan scheme in relation to the Performance Rights;

8 Telstra 2013 Notice of Meeting

iTEm 5 – rEmUNErATioN rEPorT

The Remuneration Report for the year ended 30 June 2013 contains information regarding:

• the remuneration policy and strategy of Telstra Corporation Limited;

• the structure of non-executive Director, CEO and certain senior executive remuneration arrangements, together with details of how senior executive remuneration aligns with Company performance; and

• the remuneration of non-executive Directors, the CEO and certain senior executives for the year ended 30 June 2013.

The Remuneration Report can be found on pages 46 to 67 of the 2013 Annual Report. The Annual Report is available on our investor website www.telstra.com. au/annualreports.

Voting exclusion statement

The Company will disregard any votes cast on item 5 by, or on behalf of:

• a member of the KMP whose Remuneration is disclosed in the Remuneration Report (and their closely related parties) in any capacity; and

• a member of the KMP at the date of the meeting (and their closely related parties) acting as proxy.

unless the vote is cast:

• as proxy for a person entitled to vote in accordance with a direction on the Voting Form, or

• by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

Board recommendation:

The Board recommends that Shareholders vote in favour of item 5.

The Chairman of the Meeting intends to vote all available proxies in favour of the adoption of the Remuneration Report.

During this item there will be an opportunity for Shareholders at the Meeting to comment on, and ask questions about, the Remuneration Report.

The vote on this item 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.

Telstra 2013 Notice of Meeting 9

ANNuAL GENERAL MEETING

CoNdUCTING TELsTRA’s ANNUAL GENERAL MEETING

oUr ANNUAL GENErAL mEETiNG iS iNTENDED To GiVE SHArEHoLDErS THE oPPorTUNiTY To:

• Hear presentations from the Chairman and CEO about the operations and performance of the Company and the outlook for the year ahead.

• Consider and vote on the resolutions before the Meeting being the election and re-election of Directors, the grant of Performance Rights to the CEO and the adoption of the Remuneration Report.

• Ask questions of the Board, management and the auditor generally on the items of business before the Meeting, the management of the Company, or the conduct of the audit and the auditor’s report. The Chairman and CEO will generally answer questions on behalf of the Board and management.

To HELP ACHiEVE THESE oBJECTiVES WE WiLL:

• Webcast the Meeting for the benefit of those Shareholders unable to attend the Meeting in person. Shareholders can view the Meeting live at www.telstra.com/agm. The webcast will be recorded and made available to view after the AGM.

• Enable Shareholders to raise questions in writing before the Meeting, by either completing the enclosed form or online at vote.linkmarketservices.com/tls. Shareholders asking questions online will need to log in using their SRN/HIN (found on your Voting Form) and then select the ‘Ask Question’ option under the Action column.

• Provide a reasonable opportunity for Shareholders, as a whole at the Meeting, to ask questions of the Board.

• Make sign language (AuSLAN) and hearing loop facilities available for Shareholders with hearing difficulties.

seek to provide a response to the Shareholder asking the question after the Meeting.

• Inform Shareholders as to the proxy and direct voting position with respect to the resolutions to be considered by the Meeting and the manner in which the Chairman of the Meeting intends to vote available 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 two minutes each time a Shareholder addresses the Meeting will be appropriate.

• Confine their questions to the matters before the Meeting. 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 the customer service attendants outside the Meeting.

please 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.

CuSTOMER SERVICE STAFF AT THE AGM

Expert staff will be available at the Telstra Store located at the AGM venue to answer your customer enquiries before, during and after the AGM.

• Answer Shareholders’ questions honestly and fairly. If we can’t answer a question at the Meeting, we will

10 Telstra 2013 Notice of Meeting

ANNuAL GENERAL MEETING

how To GET To ThE AGM

Location

Hall 5 Sydney Convention and Exhibition Centre (SCEC) Darling Drive Darling Harbour Sydney

The Sydney Convention and Exhibition Centre is located on the edge of Sydney’s CBD at Darling Harbour. It is easily accessed by all modes of transport.

By Car

Convention Centre parking and Exhibition Centre parking is located off Darling Drive, underneath the Centre’s five exhibition halls, in Darling Harbour.

The Car Park provides direct access to the Centre and the Darling Harbour precinct. The Car Park features 18 disabled parking spaces and access to the Centre can also be gained via ramps and lifts.

Car parking rates are available at www.scec.com.au/visit/parking/.

By Train

The Sydney Convention and Exhibition Centre is accessible by both train and light rail services.

The nearest public train station is Central Station. Central Station is approximately 10 minutes from the Exhibition Centre by foot.

The Metro Light Rail provides a direct service to the venue with a Metro Light Rail station located directly outside both the Convention Centre and the Exhibition Centre. Tickets can be purchased on the train. Trains operate every 15 minutes between Central Station and Lilyfield.

By Bus

The 443 bus service runs to locations such as the Maritime Museum and Harris Street, ultimo. The Convention Centre is approximately 5 minutes walking distance from these locations.

Accessibility

The Sydney Convention and Exhibition Centre is a fully accessible venue that can be enjoyed by all visitors.

Travelling to and from the Centre:

• The Centre car park features 18 disabled parking spaces.

• The Centre can be reached from the car park via ramps and lifts.

• Both the Convention Centre and Exhibition Centre tram stops include ramp access.

• The Centre’s monorail station can be accessed via lifts and ramps.

• A taxi rank is located outside of the venue with ground level access.

inside the Centre:

• The Centre features lifts and escalators throughout.

• All areas within the Centre can be accessed via wheelchair.

• The Centre provides two wheelchairs for public use. They can be borrowed from the Exhibitor Services desk, at the entrance to Exhibition Hall 5.

• 7 wheelchair access toilets are located throughout the Centre and are clearly signposted.

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Port Jackson
METRO LIGHT RAIL STATIONS
Harbour Bridge
Circular Sydney Royal Botanic Star City
Quay Opera Gardens Pyrmont Bay
House
Sydney Tower Convention
THE ROCKS Centrepoint Exhibition
Paddy’s Markets
Hyde Park
PARKING
CITY CENTRE Exhibition Centre Car Park
QVB Town
Hall
King Street
Wharf
Sydney
Aquarium and
Wildlife World
WharfFerry Australian National Cruises & Ferries Pyrmont Bridge HarbourGardenTowers CHINATOWN
Maritime Museum IMAX
Darling Harbour Theatre
SYDNEY
2 Harbourside CONVENTIONCENTRE TumbalongPark ChineseGarden Sydney
Entertainment
Centre
SYDNEY EXHIBITION CENTRE
1 3 5
3
PYRMONT STREET 4 Technology Sydney)UTS (University of
Powerhouse Museum
4
Darling Quarter
DARLING DRIVE
PITT STREET
GEORGE STREET
YORK STREET
CASTLEREAGH STREET
ELIZABETH STREET
SUSSEX STREET
PITT STREET
GEORGE STREET
KING STREET
MURRAY STREET
HARBOUR STREET
WESTERN DISTRIBUTOR
DRUITT STREET LIVERPOOL ST
BATHURST ST
G O U L B U R N S T R E E T
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Telstra 2013 Notice of Meeting 11

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telstra.com.au/investor

T: Australia 1300 88 66 77 Overseas +61 1300 88 66 77

• E: telstra@linkmarketservices.com.au

W: www.linkmarketservices.com.au/telstra

Telstra Share Registrar C/- Link Market Services Limited PO Box A942 SYDNEY SOUTH NSW 1234

Your Shareholder Reference Number is:

To update your details go online to www.linkmarketservices.com.au/telstra

Shareholder Questions – Telstra 2013 Annual General Meeting

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 by fax to +61 2 9287 0309. Shareholders can also submit questions online at vote.linkmarketservices.com/tls. Shareholders will need to log in using their SRN/HIN listed above and then select the ‘Ask Question’ option under the Action column.

We will respond to as many of the more frequently asked questions as possible at the AGM. A webcast of the AGM will be available at www.telstra.com/agm following the conclusion of the meeting.

Question 1

Question 2

Question 3

Question 4

Useful contacts:

• For queries in relation to your Telstra shareholding, please contact the Telstra Share Registry on 1300 88 66 77 or visit www.linkmarketservices.com.au/telstra.

• For queries in relation to Telstra products and services, please visit www.telstra.com.au/help/contact/ or call 13 2200.

TELSTRA CORPORATION LIMITED ABN 33 051 775 556

T: Australia 1300 88 66 77 Overseas +61 1300 88 66 77

E: telstra@linkmarketservices.com.au

W: www.linkmarketservices.com.au/telstra

Telstra Share Registrar C/- Link Market Services Limited PO Box A942 SYDNEY SOUTH NSW 1234

Your Shareholder Reference Number is: To update your details go online to www.linkmarketservices.com.au/telstra

SHAREHOLDER VOTING FORM

I/We being a member(s) of Telstra Corporation Limited and entitled to attend and vote hereby:

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A VOTE DIRECTLY B APPOINT A PROXY
To cast your own votes directly, To appoint a proxy and direct them how to vote on your behalf, please complete Sections B, C and D
please complete Sections OR to appoint the Chairman of the Meeting to act as your proxy and vote in favour of all resolutions,
A, C and D. please tick the box in Section B and sign at Section D.
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		elect to lodge my/our vote(s) directl (mark box)

Direct votes or proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting, being 9.30am (AEDT) on Sunday 13 October 2013. The Chairman of the Meeting intends to vote all available proxies in favour of each resolution.

C	YOUR VOTING INSTRUCTIONS	YOUR VOTING INSTRUCTIONS	YOUR VOTING INSTRUCTIONS
Item 3: Proxy only Proxy only Election and Re-election of Directors For Against Abstain For Against Abstain (a) Mr Chin Hu Lim Item 4: Grant of Performance Rights (b) Dr Nora Scheinkestel Item 5: Remuneration Report
* If you are voting under Section B and you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in calculating the required majority if a poll is called.
D		SIGNATURE OF SHAREHOLDERS
Shareholder 1 (Individual) Sole Director and Sole Company Secretary		Joint Shareholder 2 (Individual) Director/Company Secretary (delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the shareholder’s constitution and the Corporations Act 2001 (Cth).

TLS PRX301

TELSTRA CORPORATION LIMITED ABN 33 051 775 556

FURTHER INFORMATION ON VOTING

Voting under Section A – Direct Voting:

If you marked the box in Section A you are voting directly. You should clearly mark the boxes in Section C to indicate your voting instruction for each item. Please only mark either “for” or “against” for each item. Do not mark the “abstain” box.

If no direction is given on an item, or if you complete both the boxes in Sections A and B, your vote may be passed to the Chairman of the Meeting as your proxy. If you mark the “abstain” box for an item, your vote for that item will be invalid.

Shareholders, custodians and nominees may identify on the Voting Form the total number of votes in each of the categories “for” and “against” and their votes will be valid.

The Chairman’s decision as to whether a direct vote is valid is conclusive.

Voting under Section B - Appointing a Proxy:

If you marked the box in Section B you are appointing a person/body corporate who can attend as your proxy. To direct your proxy how to vote, you should clearly mark the boxes in Section C to indicate your voting instruction for each item.

Appointment of proxy: Insert the name of the person/body corporate you wish to appoint as your proxy where indicated. You cannot appoint yourself. A proxy need not be a member of the Company. If you lodge a form and do not appoint someone else, the Chairman of the Meeting will act as your proxy by default.

Appointment of a second proxy: You are entitled to appoint up to two proxies. A separate proxy form should be used for each proxy. If you appoint a second proxy, you should state the proportion of your voting rights, or number of votes given to each proxy appointed, by clearly writing the proportion or number of votes to be exercised on the front of each form. If the appointment does not specify the proportion or number of your votes each proxy may exercise, each proxy may exercise half the votes. If you appoint two proxies, they can only vote on a poll in accordance with the number or proportion of votes allocated to them. Where two proxies are appointed, neither is entitled to vote on a show of hands. You can obtain an additional proxy form by telephoning 1300 88 66 77.

Votes on items of business:

Shareholders, custodians and nominees may identify on the Voting Form the total number of votes in each of the categories “for”, “against” and “abstain” and their vote will be valid.

If you are intending to appoint the Chairman of the Meeting as your proxy and wish to direct her how to vote you should mark the boxes at Section C.

If you have appointed the Chairman of the Meeting as your proxy and have not directed her how to vote, you will have provided Chairman of the Meeting express authority to vote your undirected proxy in accordance with the voting intentions contained in the Notice of Meeting and on this form.

If you intend to appoint a member of the Key Management Personnel (other than the Chairman) or one of their closely related parties, or an associate of the CEO, as your proxy, please ensure that you direct them how to vote on items 4 and 5, otherwise they may not be able to cast a vote as your proxy on those items.

If a shareholder’s appointed proxy does not attend the meeting, then the proxy appointment will automatically default to the Chairman of the Meeting. In addition, any directed proxy appointments that are not voted on a poll at the meeting by a shareholder’s appointed proxy will automatically default to the Chairman of the Meeting, who is required to exercise the relevant votes as directed on the poll (subject to any applicable voting exclusions).

Voting exclusions items 4 and 5:

Voting exclusions apply to items 4 and 5 as set out in the Notice of Meeting.

• The CEO and his associates will be excluded from voting on item 4;

• Key Management Personnel (as disclosed in the Remuneration Report) and their closely related parties are excluded from voting on item 5; and

• Key Management Personnel (as at the date of this meeting), and their closely related parties will be excluded from voting as proxies on items 4 and 5,

unless they are voting as a proxy for a person entitled to vote and they vote in accordance with a direction on the Voting Form.

The Chairman of the Meeting intends to vote all available proxies in favour of each resolution.

Voting by corporate representative:

Any corporate shareholder or proxy must appoint a person to act as its representative. When attending the meeting, the representative must bring a formal notice of appointment, signed as required by section 127 of the Corporations Act or the Shareholder’s Constitution.

Lodgement of Votes:

You may lodge your direct or proxy vote online at the Telstra Share Registry website vote.linkmarketservices.com/tls . If you lodge your vote electronically you will not need to return your Voting Form by mail or fax. Alternatively an envelope is provided for the return of the completed hard copy Voting Form (and any relevant authorities), or you may fax the completed form (and any relevant authorities) to +61 (2) 9287 0309.

Deadline for Receipt:

To be effective, the completed documents must be received by the Company no later than 9.30am (AEDT) on Sunday 13 October 2013:

by hand:	by mail:	online:	by fax:
Telstra Share Registrar	Telstra Share Registrar	vote.linkmarketservices.com/tls	+61 (2) 9287 0309
Link Market Services Limited	Link Market Services Limited
Level 12, 680 George Street	PO Box A942
SYDNEY NSW 2000	SYDNEY SOUTH NSW 1234

Further information:

If you require further information on how to complete this form please telephone 1300 88 66 77.

If you would like to attend and vote at the AGM, please bring this form with you as it will assist in registering your attendance.

The information on this form is collected by Link Market Services Limited (ABN 54 083 214 537) (“Link”) on behalf of Telstra for the purpose of giving effect to your direct vote or to the appointment of your proxy. Both Telstra and Link are bound by the Privacy Act 1988 (Cth).

Link may disclose the information to Telstra. Telstra and Link may disclose the information to your proxy and to Telstra’s contractors such as the Company’s auditors in connection with the conduct of the annual general meeting and to others as required or authorised by law. If some or all of the information is not collected, the appointment of your proxy may not be effective. You or your proxy may request access to the information by contacting Link on the address and phone numbers printed on this form. For security reasons you will be asked to quote your SRN/HIN. Some requests may have to be put in writing. Additional information may be found at www.linkmarketservices.com.au .

VTELS3041-920k-08.13