TELSTRA GROUP LIMITED — Capital/Financing Update 2006

Nov 19, 2006

MARKET RELEASE

20 November 2006

Telstra Corporation Limited (the "Company")

COMMENCEMENT OF CONDITIONAL TRADING

Official quotation of 4,248,049,190 instalment receipts in relation to the same number of ordinary fully paid shares in the Company will commence on a conditional and deferred settlement basis at 11.30am (Sydney time) today. Pre-open commenced at 7.00am (Sydney time).

The total price payable by institutional applicants is \$3.70 (\$2.10 first) instalment $+$ \$1.60 final instalment)

The total price payable by retail applicants is \$3.60 (\$2.00 first instalment $+$ \$1.60 final instalment)

TLSCA Security Code:

James Gerraty MANAGER ISSUERS, MELBOURNE

Telstra Sale Company Limited ACN 121 986 187 c/- Maxim Chartered Accountants 6 Oxlev Street, Griffith ACT 2603

19 November 2006

Mr James Gerraty Manager - Issuers, Melbourne Australian Stock Exchange Limited Level 45 Rialto South Tower 525 Collins Street MELBOURNE VIC 3000

Dear James

Telstra 3 - Conditional trading requirements

Background

This letter provides:

• information that Telstra Sale Company Limited ("Trustee") is required to provide $(a)$ to the Australian Stock Exchange Limited; and
• undertakings that the Trustee is required to provide to ASX, $(b)$

in connection with the quotation and conditional trading of instalment receipts representing a beneficial interest in fully paid ordinary shares in Telstra Corporation Limited.

Terms defined in the prospectus dated 9 October 2006 have the same meaning when used in this letter.

$\overline{2}$

1

Provision of information for release to the market

• The basis of allocation of IR's under the Telstra 3 prospectus and the $(a)$ procedures by which applicants can determine their precise allocations is contained in the newspaper advertisement in Attachment A.
• The conditions for the conditional market are settlement under the International $(b)$ Purchase Agreement and the issue of instalment receipts.
• The issue price of the instalment receipts comprises a first instalment of \$2.00 $(c)$ for Australian Retail Investors and a second instalment of \$1.60, subject to any prepayment discount on the second instalment as set out in section 2.4.3 of the Telstra 3 prospectus. The number of instalment receipts to be issued to applicants under various components of the Offer are:
• the Institutional Offer approximately 1.8 billion;
• the General Public Offer approximately 0.3 billion;
• the Shareholder Entitlement Offer approximately 1.0 billion; and
• the Firm Offer approximately 1.1 billion.
• The intended date for allotting securities to applicants and the date specified by $(d)$ ASX for the dispatch of:

• in relation to all holdings on the CHESS sub-register, a notice from the Company under ASTC Settlement Rule 8.9.1 (pursuant to a waiver from ASX, transaction confirmation statements rather than Settlement Rule 8.9.1 notices will be dispatched) is anticipated to be Thursday 30 November 2006):

• in relation to all other holdings, issuer sponsored holding statement is ۸ anticipated to be Thursday, 30 November 2006;

• any refund money, is anticipated to be Thursday, 30 November 2006.
• An indicative distribution schedule of the number of holders of IR's to be quoted $(e)$ in the form contained in Appendix 1A, paragraph 48, is in Attachment B.
• An indicative statement setting out the names of the 20 largest holders of IR's to $(f)$ be quoted, including the number of IR's held by these holders, is in Attachment C.
• We understand that undertakings from the Commonwealth, in a form $\left( 9\right)$ satisfactory to ASX, in respect of the conditional market will be separately provided by the Commonwealth to ASX today.
• Arrangements have been made to the satisfaction of ASX for the purposes of $(h)$ Market Rule 16.9.4(b) to facilitate an orderly market in the IR's and in particular to ensure that applicants are able to determine their entitlements for the purposes of conditional trading, including:
• advertisement of the final price and the basis of allocation, in advertisements no smaller than A4 size and which appear in at least each of the following newspapers:
  • The Australian Financial Review:
  • The Australian:
  • The Brisbane Courier Mail;
  • The Sydney Morning Herald;
  • The Melbourne Age;
  • The Adelaide Advertiser:
  • The West Australian;
  • The Canberra Times;
  • The NT News; and
  • The Hobart Mercury.
• and sufficient security information centre toil free telephone lines have been provided to meet the reasonably anticipated demand for information about entitlements and to handle applicant queries, through the Telstra 3 Telephone information Centre on 1800 18 18 18.
• The Trustee provides the following undertakings in favour of ASX (assuming $(i)$ fulfilment of the conditions to which conditional trading is subject, on or by Monday, 4 December 2006, and assuming compliance by the Commonwealth of Australia with the undertakings which it has given to the ASX today):
• to issue instalment receipts to successful applicants, dispatch uncertificated security holding statements and notify the market of the dispatch date immediately it is stipulated by ASX, and observe the first Settlement Day announced by ASX;
• to provide a final statement setting out the names of the 20 largest holders of instalment receipts, and the number of instalment receipts held by those holders, within 10 business days after allotment of securities;

• to provide a final distribution schedule of the numbers of holders of IR's to be quoted in the form contained in Appendix 1A, paragraph 48 within 10 business days after allotment.

• Nov. 2006 8:52 ASX LTD WELBOURNE 613 96140303

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Signed for
Telstra Sale Company Limited
by its attorney in
the presence of:

Witness

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GEDE H FETHERS
Name (please print)

All mey Jone Na Hæ

Name (please print)

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Attachment A - Allocation advertisement

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1. Nov. 2006 8:52

ASX LTD WELBOURNE 613 96140303

$P_{\rm{L}}$ No. 0371 7

ADVERTISEMENT

Final Price and Allocation Policy

The Telstra 3 Share Offer is now closed. Successful applicants will be issued with Telstra irstalment receipts which evidence a beneficial interest in underlying shores in Telstra Comoration Limited ACN 051 775 556.

Applications to buy Telstra 3 shares were occepted on 19 Novamber 2006 at the price and on the basis of allocation of shores described in this odvertisement.

Final Price

$\overline{\phantom{a}}$

The final price for successful applicants applying under the Australian Betail Offer at the Retail Investor Price L A13.60 per share comprising:

.	First Instalment	Final instalment	Final Price ----
Australian ketail investors	52.00 per share (otreody paid)	\$1.60 per share	s3.60 per share

The final price payable by institutional investors (and successful applicants who applied under the Firm Offer at the Institutional Investor price or who are non Australian residents) is A\$3.70 per share comprising:

. First instalment . - -		Final Instalment	Final Frice
Institutional Investors	\$7.10 per share	\$1.60 per shore	i sa za pershare

Petall Offer

Approximately 60% of the shares have been allocated to Retail Investors in the Retail Offer.

Shareholder Entitlement Offer

All Retail investors who applied under the Shareholder Entitlement Offer for their entitlement or less have been allocated those shares in full.

Retail investors who applied under the Shareholder Entitiement Offer for more than their entitiement have received allocations as follows:

Sharzholder Entitlement Offer - applicants who applied for up to 10,000 shares	Eachm The number of shores they have applied for
Shanenolder Entitlement Offer - applicants who applied for more than 10,000 shares, and :	Paceka
1. Whose entitlement is loss than or equal to 10,000 shares	10,000 shares plus 75% of any additional shares applied for above 10,000 shares, up to a maximum allocation of 100,000 shares
2. Whose entitlement is greater than 10,000 shares but less than 100,000 shares	Their entitlement pus 75% of any additional shares applied for above their entitiement, up to a maximum allocation of 100,000 shares
3. Whose entitlement is greater than or equal to 100,000 shares	Their full entitlement with no additional shares

General Public Offer

Eligible Retail investors who applied under the General Public Offer have received allocations as follows:

General Public Offer applicants who applied for	Zeczive
Up to 5,000 shores	The number of shares they have applied for
Above 5,000 shares	5,000 shares plus 75% of any additional shares applied for above 5,000 shares up to a maximum allocation of 100,000 shares

Firm Offer

Valid applications by applicants in the Firm Offer have been accepted in full.

Institutional Offer Allocations

Approximately 40% of the shares in the Offer have been allocated to successful institutional ate m

Call 1800 18 18 18 www.t3shareoffer.com.au Telstra 3 Share Offer 74 spare in the filture

Authorized by the Audralian Covernment, Capital Hill, Carbona.

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Teistra 3 Share Offer

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Allocations under the Institutional Offer were made in accordance with the provisions of the institutional Offering Memorondum, the Prospectus and the Appendix. Successful applicants under the institutional Offer will be advised of their allocations.

Liability to Pay Pinal Instalment

A registered holder of Telstra Instalment receipts on 15 May 2008 must pay the final instalment no later than 29 May 2008.

Bonus Loyalty Shares

Those that purchase instalment receipts under the Australian Ratail Offer at the Retail Investor pike, hold those instalment receipts in the same registered name until 15 May 2008 and pay
the final instalment on or by 29 May 2008 will receive one Bonus Loyalty Share for every 25
applicable instalment receipts. However Bonus Loyalty Shares on those instalment receipts in relation to which a prepayment is made.

Prepayment

.
nent receipt holders may prepay the final instalment for some (in minimum parcels of 2,000) or all of their registered holding on or before 31 March 2008, and will receive a
Prepaument Discount (to the final instalment) if they do so. Instalment receipt holders with a New Zealand registered address will not receive a Prepayment Discount. Prepayment may be www.science.com of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the stat final instalment, they will not receive Bonus Loyalty Shares on the Instalment receipts for which they have prepaid the final instalment.

Instalment Receipt Trading

proportion assessing in a many receipts on the ASX is expected to commence on a conditional
and deferred settlement basis at 11.30am, Sydnay time today. The code for Telstra instalment receipts on the ASX is TISCA

Trading in Telstra instalment receipts on the ASX is expected to commence on a conditional basis because such trading is conditional on settlement under the International Purchase Agreement relating to the Telstra 3 Share Offer and Issue of Instalment receipts to successful applicants under the Offer. If these conditions are not satisfied within 10 business days after commencement of conditional trading.

• Telstra Instalment receipts will not be issued:
• the contract formed on acceptance by the Commonwealth of an application for shares in Telatra will be cancelled, and
• . oil conditional trades in Telstra instalment receipts that have occurred on the ASX since conditional trading commenced, will be cancelled.

After the end of conditional trading, there will be a further period of deferred settlement trading of instalment receipts on the ASX until dispatch of transaction confirmation statements which is expected to occur by 30 November 2006.

Transaction Confirmation Statements and Zefunds

Transaction confirmation statements to successful opplicants and refunds to applicants who have applied and paid for shares in excess of their allocation are expected to be dispatched by 30 Movember 2006

Questions Regarding Allocations

If you wish to obtain details of your allocation prior to receiving your transaction confirmation statement, you may either access the Tolstra 3 Share Offer website at www.13shareoffer.com.ou or contact the Teistra 3 Telephone Information Centre (TIC) on 1800 18 18 18' and quote your relevence number. Information about all allocations will be available from
www.t3shareoffer.com.ou of the TIC from 7.00am today. The TIC's normal operating hours are 8.00am to 10.00pm (Sydney time) Monday to Friday.

IT IS THE RESPONSIBILITY OF APPLICANTS TO DETERMINE THEIR ALLOCATIONS PRIOR TO TRADING IN TELSTRA INSTALMENT RECEIPTS TO AVOID THE RISK OF SELLING INSTALMENT RECEIPTS THEY DO NOT OWN. APPLICANTS SELLING INSTALMENT RECEIPTS REPORE THEY RECEIVE CONFIDANTION OF THEIR ALLOCATION DO SO AT THEIR OWN RISK.

" A feet eall from most freed phones and Telstre operated payphones, Calls mode from a mabile phone ore subject to
additional charges from your mabile phone sandces provides.

180105 62726 PM

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Attachment B - Indicative IR distribution schedule

		Total
Range	Holders	Instalment Receipts
$1 - 1,000$	73,365	56,142,179
$1,001 - 5,000$	238,163	708,693,581
$5,001 - 10,000$	35,016	279,549,638
10,001 - 100,000	31,924	1,093,760,519
$100,00$ and over	854	2,109,903,273
Totals	379,322	4,248,049,190

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Attachment C - Indicative top 20 IR holders

		Instalment
Rank	Registered Shareholder	Receipts held	%
Ŧ	ANZ Nominees Limited	120,000,000	2.8%
2	Westpac Custodian Nominees Limited	108,704,238	2.6%
3	Westpac Custodian Nominees Limited	99,400,000	2.3%
4	J P Morgan Nominees Australia Limited	77,168,954	1.8%
5	J P Morgan Nominees Australia Limited	76,005,655	1.8%
6	Westpac Custodian Nominees Limited	70,470,118	1.7%
7	J P Morgan Nominees Australia Limited	50.957.922	1.2%
	RBC Dexia Investor Services Australia Nominees Pty
8	Limited	50.000.000	1.2%
9	J P Morgan Nominees Australia Limited	47,378,207	1.1%
10	J P Morgan Nominees Australia Limited	45,000,000	1.1%
11	National Nominees Limited	42,393,216	1.0%
12	J P Morgan Nominees Australia Limited	42,000,000	1.0%
13	Westpac Financial Serives Limited	40,238,678	0.9%
4	ANZ Nominees Limited	37,935,912	0.9%
15	ANZ Nominees Limited	37,302,635	0.9%
16	AMP Life Limited	37,167,373	0.9%
17	UBS Wealth Management Australia Nominees Pty Ltd	29,509,950	0.7%
18	Westpac Custodian Nominees Limited	28,000,000	0.7%
19	National Nominees Limited	27,496,363	0.6%
	RBC Dexia Investor Services Australia Nominees Pty
20	Limited	27,000,000	0.6%
	Total - Top 20 holders	1,094,129,221	25.8%
Remainder		3,153,919,969	74.2%
	Total Instalment Receipts on Issue	4,248,049,190	100.0%

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Quotation application and agreement

Quotation application and agreement

Part 1 - Application for quotation

Name of entity	ABN
Telstra Sale Company Limited	82 121 986 187

We (the entity) apply for *quotation of instalment receipts evidencing a beneficial interest in underlying ordinary shares issued by Telstra Corporation Limited ACN 051 775 556 ("IRs").

Part 2 - Information to be completed

About the entity

You must complete the relevant sections (attach sheets if there is not enough space).

1	number, postal Telephone address for all correspondence, general fax number, fax number for + company announcements office to confirm release of information to the market, and e-mail address for contact purposes.	C/- Maxim Chartered Accountants 6 Oxley Street Griffith ACT 2603 Tel: (02) 6295 8744 Fax: (02) 6295 8344 aje@maximca.com.au
2	Name and title of chief To be advised officer/managing executive director
3	Name and title of chairperson of directors	Barry Francis FITZPATRICK AM
4	Names of all directors	Barry Francis FITZPATRICK AM Barry Kevin MURPHY Alice Joan Morrice WILLIAMS

^<sup>+ See chapter 19 for defined terms.

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5	Duration of appointment of directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits	3 months (for the moment - to be extended to 3 year term, but not before 9 October)
6	Name and title of company secretary	Mark Richard PEATEY
7.	Place of incorporation	Australian Capital Territory
8	Date of incorporation	29 September 2006
9	which under Legislation incorporated	Corporations Act 2001 (Cth)
10	Address of registered office in Australia	C/- Maxim Chartered Accountants 6 Oxley Street Griffith ACT 2603

$\frac{1}{2}$

$^+$ See chapter 19 for defined terms.

$\ddot{\phantom{a}}$

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Quotation application and agreement

About the IRs

11		Number of IRs	To be advised
12		Address of principal *security registries for IRs	Link Market Services Limited Level 4 333 Collins Street Melbourne Victoria 3000
13.		Annual balance date		30 June (for Telstra Corporation Limited)
documents		Tick to indicate you are providing the information or		Where is the information or document (eg, prospectus cross to be found? reference)
14	☑	Evidence of compliance with 20 cent minimum issue price or sale price, and spread requirements		To be advised
15	M	Prospectus, Product Disclosure Statement or information memorandum application (250 copies)	the relevant ŧ٥	Attached
16	М	Cheque for fees		To be provided
17	⋈	Type of subregisters the entity will operate Example: CHESS and cartificated subregisters		CHESS and issuer sponsored
18	⋈	Confirmation that the IRs are eligible to be quoted under the listing rules		Yes, as a result of this agreement
19	M	Voting rights of IRs		Trust Deed (attached)
20	M	A specimen certificate/holding statement for IRs		To be provided
21	М	Copy of the trust deed for IRs		Attached
22	Κ	A statement setting out the names of the 20 largest holders of IRs, and the number and percentage of IRs held by those holders		To be provided

$\overline{+}$ See chapter 19 for defined terms.

23	М	A distribution schedule of IRs, setting out the number of holders in the categories - $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over	To be provided
24	⊻	The number of holders of a parcel of IRs with a value of more than \$2,000, based on the issue/sale price	To be provided
25		A copy of the register of holders of IRs, if ASX asks	Not applicable

Other information

All entities

Where is the information or document to be found? (eg. prospectus cross reference)

None

Information not covered elsewhere and which, in 26 terms of rule 3.1, is likely materially to affect the price or value of IRs

About Telstra Corporation Limited

Copy of the Memorandum of Understanding 27 ⋈ between the entity and Telstra Corporation Limited whereby Telstra Corporation Limited undertakes to do all things necessary to enable the entity to comply with its obligations under this quotation application and agreement, and the entity undertakes to do all things necessary to enable Telstra Corporation Limited to comply with its obligations under the listing rules, including without limitation the provision of information to Telstra Corporation Limited to enable Telstra Corporation Limited to comply with its obligations under listing rule 4.10 in relation to IRs.

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^<sup>+ See chapter 19 for defined terms.

Part 3 - Agreement in relation to listing rules

We agree:

• To comply with listing rules 3.1, 3.1A and 3.1B as if we were a listed entity and IRs were our $\mathbf{1}$ quoted ⁺securities, but only in relation to information concerning the IRs which is not also required to be disclosed by Telstra Corporation Limited in relation to its shares.
• To comply with listing rule 3.14 as if we were a listed entity. $\overline{2}$
• To comply with listing rule 3.15 as if we were a listed entity, but only in relation to registers 3 of holders of IRs.
• To comply with listing rules 3.16.1 and 3.16.3 as if we were a listed entity. 4
• To comply with listing rule 3.17 as if we were a listed entity, but only in relation to 5 documents sent to holders of IRs.
• To comply with listing rule 3.19 as if we were a listed entity and as if: 6
• references to the entity's constitution were references to the trust deed for IRs:
• references to the 'securities were references to IRs;
• references to votes were references to votes cast by IR holders or their nominees as attorneys for us at a meeting of members of Telstra Corporation Limited.

We are not obliged to comply with listing rules 3.19.1 and 3.19.3 to the extent that Telstra Corporation Limited complies with those listing rules in respect of changes to holdings of IRs.

We are not obliged to comply with listing rule 3.19.2 for so long as we:

• have released to the market clear rules and procedures that will be $\bullet$ followed in monitoring and enforcing foreign ownership limits relating to Telstra Corporation Limited Shares and IRs (the "Rules");
• have prepared and made available a summary of the Rules for market participants; and
• follow the Rules.
• To comply with listing rule 3.19A as if we were a listed entity and references to the date that 7 the entity is admitted to the 'official list were references to the date that 'quotation of IRs begins.
• To comply with listing rule 3.19B as if we were a listed entity. 8
• To comply with listing rule 6.24 as if we were a listed entity and references to dividends or 9 distributions were references to dividends paid by Telstra Corporation Limited to which IR

^<sup>+ See chapter 19 for defined terms.

holders are entitled, and references to calls were references to payments of instalments which IR holders are obliged to make (but subject to any variation in the timetable and procedures relating to calls as are reflected in the trust deed for IRs or otherwise approved by the management of ASX).

• To comply with Chapter 8 of the listing rules as if we were a listed entity and references to $10$ "securities were references to IRs and references to "security holders were references to holders of IRs.
• To comply with listing rule 15.2 as if we were a listed entity. $11$
• To comply with listing rule 15.3 as if we were a listed entity. $12$
• To comply with listing rule 15.4 as if we were a listed entity. 13
• To comply with listing rule 15.4A as if we were a listed entity. 14
• To comply with listing rule 15.5 as if we were a listed entity. 15
• To comply with listing rule 15.6 as if we were a listed entity. 16
• To comply with listing rule 15.7 as if we were a listed entity. 17
• To comply with listing rule 15.8 as if we were a listed entity. 18
• To comply with listing rule 15.9 as if we were a listed entity. 19
• To comply with listing rule 15.10 as if we were a listed entity, but only in relation to holders 20 of IRs.
• To comply with Chapter 17 of the listing rules as if we were a listed entity. 21
• To comply with any other listing rule specified by ASX from time to time as if we were a 22 listed entity, and as modified by ASX at the time of specifying the rule.
• That the listing rules which this agreement requires us to comply with are the Listing Rules of 23 ASX which are applicable at the date of this agreement, each as amended or replaced from time to time.
• That the listing rules which this agreement requires us to comply with are to be interpreted: 24
• in accordance with terms defined in Chapter 19 of the listing rules; $\bullet$
• in accordance with their spirit, intention and purpose;
• by looking beyond form to substance; and
• in a way that best promotes the principles on which the listing rules are ٠ based.

$+$ See chapter 19 for defined terms.

1. Nov. 2006 8:55 ASX LTD WELBOURNE 613 96140303

Ouotation application and agreement

Part 4 - General Agreement

All entities

You must complete this agreement. If you require a seal to be bound, the agreement must be under seal.

We agree:

• To advise ASX immediately of any decision in relation to the effect on IRs of accretions, $\mathbf{1}$ entitlements, bonus issues, returns or reductions of capital, reorganisations of capital, buybacks or similar matters affecting the ordinary shares issued by Telstra Corporation Limited over which IRs are issued; to consult with ASX in relation to the implementation of any such decision; and to comply with any timetable specified by ASX in relation to the implementation of any such decision.
• *Ouotation of IRs is in ASX's absolute discretion. ASX may quote IRs on any conditions it $\overline{2}$ decides. The suspension or ending of 'quotation of IRs is in ASX's absolute discretion. ASX is entitled immediately to suspend 'quotation of IRs if we break this agreement; if Telstra Corporation Limited breaks its agreement to comply with the listing rules; if +securities of Telstra Corporation Limited are suspended from ⁺quotation; or if Telstra Corporation Limited requests a ⁺trading halt in relation to its ⁺securities or suspension from $+$ quotation of its $+$ securities, but the absolute discretion of ASX is not limited.
• $\overline{3}$ We warrant the following to ASX.
• The issue of the IRs complies with the law, and is not for an illegal purpose.
• There is no reason why the IRs should not be granted *quotation.
• An offer of the IRs for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any IRs and that no-one has any right to return any IRs under sections 601MB(1), 737, 738, 992A, 992AA or 1016F of the Corporations Act at the time that we request that the IRs be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action 4 or expense arising from, or connected with, any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any information or 5 document is not available now, we will give it to ASX before 'quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

^<sup>+ See chapter 19 for defined terms.

$\overline{a}$

• We will comply with the listing rules that are in force from time to time, even if 'quotation of 6 IRs is deferred, suspended or subject to a *trading halt.
• ASX has discretion to take no action in response to a breach of this agreement. ASX $\overline{7}$ may also waive a term of this agreement (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.
• A document given to ASX by an entity, or on its behalf, becomes and remains the 8 property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.
• In any proceedings, a copy or extract of any document or information given to ASX is of 9 equal validity in evidence as the original.
• Except in the case of an entity established in a jurisdiction whose laws have the effect 10 that the entity's 'securities cannot be approved under the operating rules of the *approved CS facility:
• We will satisfy the 'technical and performance requirements of the 'approved $\bullet$ CS facility and meet any other requirements the 'approved CS facility imposes in connection with approval of IRs.
• When IRs are issued we will enter them in the 'approved CS facility's subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
• The +approved CS facility is irrevocably authorised to establish and administer a subregister in respect of IRs.

$+$ Sec chapter 19 for defined terms.

Except in the case of an entity established in a jurisdiction whose laws have the effect 11 that the entity's 'securities cannot be approved under the operating rules of the approved CS facility, we confirm that either:

we have given a copy of this application to the 'approved CS facility in accordance with the operating rules of the 'approved CS facility ; or

we ask ASX to forward a copy of this application to the +approved CS facility.

• The only business or activity that we will conduct is that of acting as trustee for holders or IRs. $12$
• 13 We will comply with the trust deed for IRs.
• We will not change the trust deed for IRs without the prior written consent of ASX. 14
• We will not change the Memorandum of Understanding with Telstra Corporation Limited 15 without the prior written consent of ASX, such consent not to be unreasonably withheld where the amendment does not prejudice the ability of Telstra Corporation Limited to comply with the listing rules or our ability to comply with this agreement.
• If changes to the Memorandum of Understanding with Telstra Corporation Limited are required 16 for Telstra Corporation Limited to perform its obligations under the listing rules in relation to IRs, we will agree to any change to the Memorandum of Understanding with Telstra Corporation Limited to the extent necessary for Telstra Corporation Limited to comply with the listing rules.

Dated:

9 October 2006

Executed by Telstra Sale Company Limited under section 127 of the Corporation Act 2001 (Cth)

Ahm Wil

Secretary/Director

ANDREW WELLS

Name (please print)

Director

Name (please print)

^<sup>+ See chapter 19 for defined terms.