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8 October 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

Debt Issuance Program Offering Circular

Attached for your information is a copy of Telstra’s annual Debt Issuance Program Offering Circular, for release to the market. The Offering Circular was submitted to the Singapore Exchange on 7 October 2013.

Yours faithfully

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Damien Coleman Company Secretary

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

IMPORTANT NOTICE

NOT FOR DISTRIBUTION INTO THE UNITED STATES, TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED BELOW) OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the Offering Circular included in this electronic distribution ( Offering Circular ). You are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any amendments or supplements to the Offering Circular or other information as a result of such access.

YOUR CONFIRMATION: You will only access the Offering Circular on the basis that you have confirmed to Telstra Corporation Limited ( Issuer) , BNP Paribas ( Arranger ) and the Dealers (as defined in the Offering Circular) that (a) you and any customers you represent are not U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended ( Securities Act )) and that the e-mail address that you gave one or more of those persons and to which this e-mail has been delivered is not located in the United States, its territories or possessions, and (b) you consent to the delivery of the Offering Circular, any amendments or supplements to the Offering Circular and other information as a result of accessing the Offering Circular, by electronic transmission.

The Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently none of the Issuer, the Arranger, the Dealers nor any of their respective affiliates, directors, officers, employees, representatives, agents nor any person who controls the Issuer, the Arranger, a Dealer or their respective affiliates accept any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version.

THE NOTES (AS DEFINED IN THE OFFERING CIRCULAR) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE NOTES MAY BE SUBJECT TO U.S. TAX LAW REQUIREMENTS. ANY INITIAL OFFERING OF NOTES WILL BE MADE SOLELY TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. SUBJECT TO CERTAIN EXCEPTIONS AS DESCRIBED IN THE OFFERING CIRCULAR, NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.

Nothing in this electronic transmission is intended to constitute, nor constitutes, an offer or invitation by or on behalf of the Issuer, the Arranger or a Dealer any person to subscribe for, purchase or otherwise deal in any of the securities described in the Offering Circular and access has been limited so that it shall not constitute a general solicitation in the United States or elsewhere. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described in the Offering Circular. You are reminded that you have accessed the Offering Circular on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located.

YOU ARE NOT AUTHORISED TO, AND YOU MAY NOT, FORWARD OR DELIVER THE OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE THE OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

You are responsible for protecting against viruses and other destructive items. Your use of any form of electronic distribution is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature

OFFERING CIRCULAR

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Telstra Corporation Limited

(ABN 33 051 775 556)

(incorporated with limited liability in the Commonwealth of Australia)

€15,000,000,000 Debt Issuance Program

Telstra Corporation Limited (“ Issuer ” or “ Telstra ”) may offer from time to time bonds, notes and other debt instruments (together the “ Notes ”) under the Debt Issuance Program (“ Program ”) described in this Offering Circular. This Offering Circular supersedes the Prospectus dated 5 October 2012 and any previous prospectuses, offering circulars or supplements to it. Any Notes issued on or after the date of this Offering Circular are subject to the provisions set out in it. This Offering Circular does not affect any Notes already issued. The aggregate principal amount of Notes outstanding will not at any time exceed €15,000,000,000 (or the equivalent in other currencies at the date of issue of any Notes).

In relation to any Tranche (as defined under “Overview of the Program”), the final terms of that Tranche, including the aggregate nominal amount of the Notes of such Tranche, the interest (if any) payable on the Notes of the Tranche, the issue price and any other terms and conditions applicable to such Tranche which are not contained in the standard terms and conditions set out in this Offering Circular will be set out in a pricing supplement (“ Pricing Supplement ”) substantially in the form set out on pages 102 to 111 inclusive of this Offering Circular.

Approval in-principle has been obtained from Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) for the listing and quotation of any Notes which are agreed at the time of issue thereof to be so listed on the official list of the SGX-ST (“ Official List ”). Such approval will be granted when a particular Series (as defined below) of Notes have been admitted to the Official List. There is no assurance that any application to the SGX-ST for such approval will be granted. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained this Offering Circular. The approval, admission to the Official List and quotation of any Notes on the SGX-ST are not to be taken as an indication of the merits of the Issuer, the Program or the Notes. Notes may also be listed and/or admitted to trading or quotation on or by a stock exchange, listing authority or quotation system other than the SGX-ST. Unlisted Notes may also be issued. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not such Notes will be listed or not. The Pricing Supplement for any Notes to be admitted to the Official List of the SGX-ST will be delivered to the SGX-ST on or before the date of issue of such Notes. The Notes must be traded in a minimum board lot size of S$200,000 (or its equivalent in another currency) for so long as the Notes are listed on the SGX-ST.

Application may also be made for Notes issued under the Program to be listed on the Australian securities exchange operated by ASX Limited (ABN 98 008 624 691) (“ ASX ”) and any other stock exchange (including the debt market operated by NZX Limited) on which Notes may be listed from time to time as specified in the relevant Pricing Supplement. Unlisted Notes may also be issued under the Program. The relevant Pricing Supplement in respect of the issue of any Notes will specify whether or not those Notes will be listed on a stock exchange and on which stock exchange, if any, the Notes are to be listed. It is expected that, if listed, a particular Tranche of Notes will only be listed on one stock exchange as specified in the relevant Pricing Supplement.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (“ Securities Act” ) or the securities laws of any State of the United States or any other jurisdiction. The Notes may be subject to U.S. tax law requirements. Any initial offering of Notes will be made solely to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act (“ Regulation S” ). Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (see “Sale and subscription” on pages 92 to101 of this Offering Circular).

Prospective investors should consider the risks outlined in this Offering Circular under “Risk factors” before making any investment decision in relation to the Notes.

Arranger

BNP PARIBAS

7 October 2013

Important notice	2
Documents incorporated by reference	6
Overview of the Program	9
Risk factors	14
Corporate profile	25
Terms and Conditions of the Notes	31
Australian Taxation Summary	75
New Zealand Taxation Summary	79
PRC Currency Controls	80
Clearing and settlement	82
Summary of provisions relating to Euro Notes and Canadian Domestic Notes while in Global Form	87
Sale and subscription	92
Form of Pricing Supplement	102
General information	112

Important notice

Responsibility

This Offering Circular has been prepared by and issued with the authority of the Issuer. The Issuer accepts responsibility for all information contained in this Offering Circular. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of that information. References in this Offering Circular to the “ Prospectus ” are to this document and any documents incorporated in it by reference (see “Documents incorporated by reference” on pages 6 to 7 inclusive of this Offering Circular).

The only role of the Arranger, the Fiscal Agent, the CMU Lodging Agent, the Australian Registrar, and the New Zealand Registrar (each as defined in the “Overview of the Program”) in the preparation of this Offering Circular has been to confirm to the Issuer that the information as to their identity described below and their respective descriptions under the heading “Overview of the Program” are accurate as at the date of this Offering Circular. BNP Paribas has given and not withdrawn its consent to be named in this Offering Circular as the Arranger. The Fiscal Agent, the CMU Lodging Agent, the Australian Registrar and the New Zealand Registrar have given and not withdrawn their consent to be named in this Offering Circular as the Fiscal Agent, the CMU Lodging Agent, the Australian Registrar and the New Zealand Registrar respectively. Apart from these matters, the Arranger and the Dealers make no representation or warranty, express or implied as to and assume no responsibility or liability for the authenticity, origin, validity, accuracy or completeness of, or any errors or omissions in, any information, statement, opinion or forecast contained in this Offering Circular. The Arranger and the Dealers have not caused or authorised the issue of this Offering Circular.

The Issuer having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to the Issuer and its subsidiaries (taken as a whole) and the Notes that are material in the context of the issue and offering of the Notes, the statements contained in it relating to the Issuer are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this Offering Circular with regard to the Issuer are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to the Issuer or its subsidiaries or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Offering Circular misleading in any material respect and all reasonable enquiries have been made by the Issuer to ascertain such facts and verify the accuracy of all such information and statements.

The SGX-ST takes no responsibility for the contents of this Offering Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Offering Circular.

No independent verification

The Arranger and the Dealers have not independently verified all of the information contained in this Offering Circular. Neither this Offering Circular, nor any other information provided in connection with the Program or the Notes, nor any other financial statement is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation or a statement of opinion (or a report of either of those things) by the Issuer, the Arranger or the Dealers that any recipient of this Offering Circular or any other financial statements should purchase any Notes or any rights in respect of any Notes nor does it constitute an offer or an invitation to subscribe for Notes. Each potential purchaser of Notes should determine (and will be deemed to have done so) for itself the relevance of the information contained in this Offering Circular and make its own independent investigation of the financial condition and affairs of and its own appraisals of the creditworthiness of Telstra and its purchase of Notes should be based upon such investigation as it considers necessary. Each potential investor should also have regard to the factors described under the section headed “Risk factors” on pages 14 to 24 inclusive of this Offering Circular. The Arranger and the Dealers do not undertake to review the financial condition or affairs of the Issuer during the life of the Program nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Arranger or the Dealers relating to the Issuer. No advice is given in respect of taxation treatment of investors in connection with investment in any Notes and each investor is advised to consult its own professional adviser on the tax implications of an investment in any Notes in their particular circumstances.

Credit Ratings

There are references in this Offering Circular to “credit ratings”. A credit rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by the relevant credit rating agency. Each rating should be evaluated independently of any other rating.

Credit ratings may be made available only to a person (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act 2001 of Australia (“ Corporations Act” ) and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of

the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Accordingly, anyone who is not such a person is not entitled to receive this Offering Circular and anyone who receives this Offering Circular must not distribute it to any person who is not entitled to receive it.

The credit ratings of the Issuer referred to in this Offering Circular have been issued by Standard & Poor’s (Australia) Pty Ltd, Moody’s Investors Service Pty Limited and Fitch Australia Pty Ltd.

Currency of information

Neither the delivery of this Offering Circular nor any sale of Notes made in connection with this Offering Circular at any time implies or should be relied upon as a representation or warranty that the information contained in this Offering Circular concerning the Issuer and its subsidiaries is correct at any time subsequent to the date of the Prospectus or that any other information supplied in connection with the Program is correct as of any time subsequent to the date indicated.

No authorisation

No person has been authorised to give any information or make any representations not contained in this Offering Circular in connection with the Issuer, its subsidiaries, the Program or the issue or sale of the Notes and, if given or made, that information or representation must not be relied upon as having been authorised by the Issuer or its subsidiaries or the Arranger or the Dealers.

Distribution

THIS OFFERING CIRCULAR IS NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES, TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED BELOW) OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES.

The distribution of this Offering Circular and any Pricing Supplement and the offer or sale of Notes may be restricted in certain jurisdictions. The Issuer, its subsidiaries, the Arranger and the Dealers do not represent that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction where action for that purpose is required, or pursuant to an exemption available in that jurisdiction, nor do they assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, its subsidiaries, the Arranger and the Dealers (except as provided in the next sentence) which would permit a public offering of any Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and, as more particularly set out under the section headed “Sale and subscription - Summary of Dealer Agreement” on page 28 of this Offering Circular, the Dealers have represented to the Issuer that all offers and sales by them will be made on the same terms. Persons into whose possession this Offering Circular or any Notes come must inform themselves about, and observe, all applicable restrictions. For a description of certain restrictions on offers and sales of Notes and on distribution of this Offering Circular see “Sale and subscription” on pages 28 to 101 inclusive of this Offering Circular.

In particular:

(a) this Offering Circular is not, and is not intended to be, a disclosure document within the meaning of the Corporations Act. No action has been taken by the Obligors that would permit a public offering of the Notes in Australia. This Offering Circular has not been lodged with the Australian Securities and Investments Commission (“ ASIC” );
(b) the Notes have not been and will not be registered under the Securities Act and include Notes in bearer form that are subject to U.S. tax law requirements. The Notes may not be offered, sold, delivered or transferred within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an effective registration statement or in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act, including, without limitation, in accordance with Regulation S. Regulation S provides a non-exclusive safe harbour from the application of the registration requirements of the Securities Act. For more information see “Sale and subscription - Selling Restrictions - United States of America” on pages 99 to 100 inclusive of this Offering Circular;
(c) this Offering Circular has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (each a Relevant Member State ) which has implemented Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU to the extent implemented in the Relevant Member State) ( Prospectus Directive ) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, (i) the minimum denomination for Notes admitted to trading

on a regulated market in a Relevant Member State or offered to the public in a Relevant Member State will be €100,000 (or its equivalent in other currencies as at the date of issue of the Notes); and (ii) any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Offering Circular and the relevant Pricing Supplement in relation to those Notes may only do so in circumstances in which no obligation arises for any of the Obligors, the Arranger, the Dealers or the Agents to publish a prospectus pursuant to Article 3 of the Prospectus Directive;

(d) no action has been taken by an Obligor, the Arranger, a Dealer or an Agent which is intended to permit a public offering of any Notes or distribution of this Offering Circular or any Obligor Information in any jurisdiction where action for that purpose is required; and
(e) no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any Obligor Information, advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

No offer

Neither this Offering Circular, nor any other information provided in connection with the Program or the Notes, is intended to (nor does it), constitute an offer or invitation by or on behalf of the Issuer, its subsidiaries, the Arranger or the Dealers to any person to subscribe for, purchase or otherwise deal in any Notes nor is it intended to be used for the purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any Notes.

Forward-Looking Statements about Telstra

This Offering Circular contains and incorporates by reference statements that constitute forward-looking statements. All statements other than statements of historical facts included in this Offering Circular, including, without limitation, those regarding Telstra’s financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Examples of these forward-looking statements include, but are not limited to (i) statements regarding future results of operations and financial condition, (ii) statements of plans, objectives or goals, including those related to products or services, and (iii) statements of assumptions underlying those statements. Words such as “may,” “will,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “continue”, “probability,” “risk,” and other similar words are intended to identify forward-looking statements, but are not the exclusive means of identifying those statements. Such forwardlooking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Telstra, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forwardlooking statements are based on numerous assumptions regarding the present and future business strategies of Telstra and the environment in which it will operate in the future. These forward-looking statements speak only as of the date of this Offering Circular. Telstra expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Offering Circular, or incorporated herein by reference, to reflect any change in the expectations of Telstra with regard to such forwardlooking statements or any change in events, conditions or circumstances on which any such forward-looking statement is based.

Stabilisation

In connection with the issue of any Tranche (as defined in “Overview of the Program” on pages 9 to 13 inclusive of this Offering Circular), the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) in the applicable Pricing Supplement may, outside Australia and New Zealand and on a market operated outside Australia and New Zealand, over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be concluded by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

Legal considerations relating to an investment in Notes

Legal considerations may restrict certain investments. The investment activities of certain investors are or may be subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult their legal advisers to determine whether and to what extent:

(a) Notes are legal investments for it;

(b) Notes can be used as collateral for various types of borrowing; and
(c) other restrictions apply to its purchase or pledge of any Notes.

Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS

Investors should have (either alone or with the help of a financial adviser) sufficient knowledge and experience in financial and business matters to meaningfully evaluate the merits and risks of investing in the Notes and the information contained, or incorporated by reference, in this Offering Circular and any applicable supplement or Pricing Supplement as well as access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of their particular circumstances.

Each investor (either alone or with the help of a financial adviser) should also:

(a) understand thoroughly the terms and conditions of the relevant Notes and be familiar with the behaviour of financial markets;
(b) be able to evaluate possible scenarios for economic, interest rate and other factors that may affect an investment in the relevant Notes and its ability to bear the applicable risks; and
(c) have the expertise to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact on the investor’s overall investment portfolio.

In addition, each investor should have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes.

In addition, particular issues of Notes may not be an appropriate investment for investors who are inexperienced with respect to:

(i) the applicable currencies, redemption or other rights or options; or
(ii) investments where a currency of payment and the investor's currency are different.

References to currencies

In this Offering Circular references to “ U.S.$ ” and “ U.S. dollars ” are to the lawful currency of the United States of America, references to “ A$ ” and “ Australian Dollars ” are to the lawful currency of the Commonwealth of Australia (“ Commonwealth ” or “ Australia ”), references to “ N.Z.$ ” and “ New Zealand dollars ” are to the lawful currency of New Zealand, references to “ £ ” and “ Sterling ” are to the lawful currency of the United Kingdom, references to “ € ” and “ euro ” are to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended, references to “ C$ ”, “CAD” and “ Canadian dollars ” are to the lawful currency of Canada, references to “ S$ ” and “ SGD ” are to the lawful currency of Singapore and references to “ RMB ” and “ Renminbi ” are to the lawful currency of the People’s Republic of China (which for the purposes of Notes issued under the Program, excludes the Hong Kong Special Administrative Region of the People’s Republic of China, the Macau Special Administrative Region of the People’s Republic of China and Taiwan) (“ PRC ”).

Terms capitalised but not defined in this section have the meaning given to them in the Terms and Conditions of the Notes which can be found on pages 31 to 74 inclusive of this Offering Circular.

Documents incorporated by reference

Annual Report

The sections of:

our “Full year results and operations review – June 2013” and the sections of our Directors’ Report and Financial Report included in our 2013 Annual Report (“ 2013 Annual Report ”); and

• our “Full year results and operations review – June 2012”, and the sections of our Directors’ Report and Financial Report included in our 2012 Annual Report (“ 2012 Annual Report ”),

set out in the following table, shall be deemed to be incorporated in, and form part of, this Offering Circular. These can be located in the 2013 and 2012 Annual Reports on the following pages:

	Full year results and operations review – June 2013	Full year results and operations review – June 2012 (Pages)
Summary of financial information	The table entitled “Summary Financial Results” on page 12 and the table entitled “Summary Statement of Cash Flows” on page 18	12 to 14 and 20 to 22
Revenue and product profitability	The table entitled “Segment Income” on page 16, the table entitled “Key Product Revenue” on page 13 and the table entitled “Product Profitability” on page 15	15
Expenses	The table entitled “Operating Expenses” on page 17	16
Major subsidiaries	-	17 to 19
Statement of financial position	The table entitled “Summary statement of Financial Position” on page 19	13
Capital expenditure	-	-
Cashflow summary	The table entitled “Summary Statement of Cash Flows” on page 18	14
	2013 Annual Report (Pages)	2012 Annual Report (Pages)
Directors’ Report
Directors’ Report	42 to 45	40 to 49
Director and senior executive shareholdings in Telstra	66	49

	2013 Annual Report (Pages)	2012 Annual Report (Pages)
Auditor’s Independence Declaration	68	50
Financial Report
Income Statement	70	72
Statement of Comprehensive Income	71	73
Statement of Financial Position	72	74
Statement of Cash Flows	73	75
Statement of Changes in Equity	74	76
Notes to the Financial Statements (including, without limitation, the summary of significant accounting policies and the contingent liabilities and contingent assets note)	75 to 196	77 to 201
Independent Auditor’s Report	198	203

Pages 70 to 196 of the 2013 Annual Report and pages 72 to 201 of the 2012 Annual Report contain the consolidated financial statements (for the purposes of the Corporations Act) for the financial years ended 30 June 2013 and 30 June 2012 respectively. This financial information complies with Australian Accounting Standards and International Financial Reporting Standards issued by the International Accounting Standards Board.

Terms and Conditions

The Terms and Conditions set out on:

pages 31 to 73 of the Prospectus dated 5 October 2012 relating to the Program;
pages 39 to 81 of the Prospectus dated 24 October 2011 relating to the Program;
pages 34 to 74 of the Prospectus dated 9 September 2010 relating to the Program;
pages 28 to 68 of the Prospectus dated 23 September 2009 relating to the Program;
pages 26 to 66 of the Prospectus dated 3 September 2008 relating to the Program;
pages 43 to 81 of the Prospectus dated 29 August 2007 relating to the Program;
pages 47 to 66 of the Prospectus dated 12 October 2006 relating to the Program;
pages 67 to 101 of the Prospectus dated 23 September 2004 relating to the Program;
pages 65 to 99 of the Prospectus dated 14 November 2003 relating to the Program; and
pages 64 to 91 of the Prospectus dated 31 October 2001 relating to the Program,

shall be deemed to be incorporated in, and to form part of, this Offering Circular.

SGX-ST Announcements

All announcements made by Telstra to the SGX-ST from the date of this Offering Circular shall be deemed to be incorporated in, and to form part of, this Offering Circular.

Any document incorporated by reference into the abovementioned documents does not form part of this Offering Circular. Any information not mentioned in this section but included in the documents incorporated by reference is given for information purposes only.

Interpretation of documents incorporated by reference

Documents expressed to be incorporated by reference above shall be incorporated in and form part of this Offering Circular, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Offering Circular to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular.

Documents available online

A copy of this Offering Circular may be downloaded from the following website:

www.telstra.com.au/abouttelstra/investor/treasury/foreign_documentation.cfm.

Documents incorporated by reference may be downloaded from the following websites:

www.telstra.com.au/abouttelstra/download/document/tls848-annual-report-2012.pdf www.telstra.com.au/abouttelstra/download/document/tls873-telstra-financial-results-300613.pdf

Announcements made by Telstra on the SGX-ST may be downloaded from the following website:

http://www.sgx.com/wps/portal/sgxweb/home/company_disclosure/company_announcements

Internet Site Addresses

Internet site addresses in this Offering Circular are included for reference only and the contents of any such internet sites are not incorporated by reference into, and do not form part of, this Offering Circular.

Overview of the Program

This overview must be read as an introduction to this Offering Circular and any decision to invest in the Notes should be based on a consideration of this Offering Circular as a whole, including the documents incorporated by reference and, in relation to any Notes, the applicable Pricing Supplement.

Words and expressions defined in the “Terms and Conditions of the Notes” below or elsewhere in this Offering Circular have the same meanings in this overview.

Issuer: Telstra Corporation Limited (ABN 33 051 775 556) (a corporation limited by shares and incorporated with limited liability, and operating, under the Corporations Act). Telstra is Australia's leading telecommunications and information services company, with one of the best known brands in the country. Telstra offers a full range of services and competes in all telecommunications markets throughout Australia, providing more than 7.9 million Australian fixed line and 15.1 million mobile services.

Risk factors: Certain factors may affect the Issuer’s ability to fulfil its obligations under the Notes issued under the Program or are material for the purpose of assessing the market risks associated with Notes issued under the Program. Investors should note that the risks relating to a particular issue of Notes includes risks relating to Telstra (including the risk that our financial performance could be adversely affected by Australian and offshore trading market conditions and/or related factors, including government and regulatory intervention, the success of our business strategy and competition from other telecommunications companies), the market generally (such as economic and political events), general risks relating to the Notes (such as redemption provisions, reinvestment risk and modification and substitution of conditions) and other legal and investment considerations. Program size: Up to €15,000,000,000 (or the equivalent in other currencies at the date of issue of any Notes). Arranger: BNP Paribas. Dealers: The Issuer may from time to time appoint Dealers either in respect of a particular Tranche or in respect of the Program. The Issuer may also terminate the appointment of any Dealer under the Program by giving at least 30 days’ notice. The names of the Dealers participating in respect of a particular Tranche will be set out in the applicable Pricing Supplement. References in this Offering Circular to “ Dealers ” are to all persons that are appointed as dealers in respect of the Program generally (and whose appointment has not been terminated) and to all persons appointed as a dealer in respect of a Tranche. Fiscal Agent: Deutsche Bank AG, London Branch. Paying Agent (Europe): Deutsche Bank Luxembourg S.A. CMU Lodging Agent: Deutsche Bank AG, Hong Kong Branch. Australian Registrar: Austraclear Services Limited (ABN 28 003 284 419). New Zealand Registrar: Computershare Investor Services Limited. Method of issue: The Notes may be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a “ Series ”) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a “ Tranche ”) on the same or different

issue dates. The specific terms of each Tranche will be set out in the relevant Pricing Supplement.

Issue price:

Notes may be issued at their principal amount or at a discount or premium to their principal amount. Partly Paid Notes may be issued, the issue price of which will be payable in two or more instalments.

The price and amount of Notes to be issued under the Program will be determined by the Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Form of Notes:

The form of particular Notes will be determined by the Issuer and relevant Dealer(s) prior to their issue.

The Notes may be issued in bearer form (“ Bearer Notes ”) governed by the laws of England. Each Tranche of Bearer Notes will be represented on issue by a temporary global note which may, in certain circumstances, be exchangeable into definitive notes or a permanent global note which, in turn, may be exchangeable into definitive notes in certain limited circumstances. Global Notes may be deposited on the issue date with a common depository for Euroclear Bank S.A./N.V. (“ Euroclear ”) and Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ”) or, in the case of Bearer Notes cleared through the Central Moneymarkets Unit Service (“ CMU ”), operated by the Hong Kong Monetary Authority (“ HKMA ”), a sub-custodian for the CMU.

Notes issued in the Australian domestic market (“ Australian Domestic Notes ”) and the New Zealand domestic market (“ New Zealand Domestic Notes ”) will be issued in uncertificated registered form only and under the laws of the Australian Capital Territory, Australia and New Zealand respectively. On their issue date they will be lodged in the Australian securities clearing and settlement system (“ Austraclear System ”) operated by Austraclear Limited (“ Austraclear ”) and the New Zealand securities clearing and settlement system (“ NZClear System ”) operated by the Reserve Bank of New Zealand (“ RBNZ ”) respectively.

Notes issued in the Canadian domestic market (“ Canadian Domestic Notes ”) will be issued in certificated registered form only and governed by the laws of England. Each Tranche of Canadian Domestic Notes will be represented on issue by a global certificate deposited with CDS Clearing and Depository Services Inc. ( “CDS” ) and registered in the name of a nominee of CDS. Canadian Domestic Notes may also clear in Euroclear and Clearstream, Luxembourg (if so agreed by the Issuer and relevant Dealer(s)).

The Issuer may agree with one or more relevant Dealers that Notes may be issued in a form not contemplated by this Offering Circular, as described in the relevant Pricing Supplement. In addition, in the case of such Notes intended to be listed on the SGX-ST (or admitted to trading or quotation on or by another stock exchange, listing authority or quotation system) and, if required by the SGX-ST (or the relevant other stock exchange, listing authority or quotation system), a supplementary Offering Circular will be made available which will also describe the effect of the agreement reached in relation to such Notes.

Deed of Covenant:

Australian Note Deed Poll:

New Zealand Note Deed Poll:

Status:

Holders of Bearer Notes and Canadian Domestic Notes will have the benefit of a deed of covenant dated 12 October 2006 executed by the Issuer.

Holders of Australian Domestic Notes have the benefit of an Australian Note Deed Poll dated 12 October 2006 executed by the Issuer.

Holders of New Zealand Domestic Notes will have the benefit of a New Zealand Note Deed Poll dated 12 October 2006 executed by the Issuer.

Notes will be issued on an unsubordinated basis only. The Notes are direct, unsubordinated and (subject to Condition 6 (“Negative pledge”))

unsecured obligations of the Issuer and rank equally among themselves and at least equally with all other unsecured and unsubordinated obligations of the Issuer, except for liabilities mandatorily preferred by law.

The Issuer’s obligations under the Notes are not guaranteed by the Commonwealth of Australia or any other government or by an governmental agency.

Currencies:

Negative pledge:

Cross default:

Maturities:

Denomination:

Any currency indicated in the applicable Pricing Supplement.

The Notes will contain a negative pledge provision as described in Condition 6 (“Negative pledge”).

The Notes will contain a cross default provision as described in Condition 26.1(c) (“Event of Default”).

Such maturities as may be agreed between the Issuer and the relevant Dealer(s) as indicated in the applicable Pricing Supplement, subject to any minimum and maximum maturities prescribed from time to time by relevant laws, regulations and directives.

Notes may be denominated in the amounts agreed by the Issuer and the relevant Dealer in compliance with all relevant laws and specified in the relevant Pricing Supplement, provided that:

(a) the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the currency in which the Notes are denominated;
(b) the minimum denomination for Notes admitted to trading on a regulated market in a Relevant Member State or offered to the public in a Relevant Member State will be €100,000 (or its equivalent in other currencies as at the date of issue of the Notes; and
(c) in the case of Notes issued in, or into, Australia (i) the aggregate consideration payable to the Issuer by each offeree must be at least A$500,000 (or the equivalent in another currency and disregarding monies lent by the Issuer or its associates to the purchaser), or the issue must result from an offer or invitation for such Notes which otherwise does not require disclosure to investors under Part 6D.2 or Chapter 7 of the Australian Corporations Act, and (ii) the issue complies with all other applicable laws.

Unless otherwise permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) with a maturity of less than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the Financial Services and Markets Act 2000 of the United Kingdom (“ FSMA ”) will have a minimum denomination of £100,000 (or its equivalent in other Specified Currencies).

Fixed Rate Notes:

Floating Rate Notes:

Fixed interest will be payable in arrears on the date or dates in each year specified in the relevant Pricing Supplement.

Floating Rate Notes will bear interest determined separately for each Series as follows:

(a) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an ISDA Master Agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. or, if specified in the relevant Pricing Supplement, the 2000 ISDA Definitions, as amended and updated as at the issue date of the first Tranche of Notes of the relevant Series; or

(b) by reference to LIBOR, LIBID, LIMEAN, EURIBOR, BBSW, BKBM or CAD-BA-CDOR as adjusted for any applicable margin.

Interest periods will be specified in the relevant Pricing Supplement. The margin (if any) relating to a floating rate will be agreed between the Issuer and the relevant Dealer(s) for each Series of Floating Rate Notes.

Zero Coupon Notes: Zero Coupon Notes may be issued at their principal amount or at a discount to it and will not bear interest. Dual Currency Notes: Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in the currencies, and based on the rates of exchange, specified in the relevant Pricing Supplement. Index Linked Notes: Payments of principal in respect of Index Linked Redemption Amount Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to the index and/or formula specified in the relevant Pricing Supplement. Interest Periods and Interest Rates: The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both. Interest accrual periods permit the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Pricing Supplement.

Redemption: The relevant Pricing Supplement will specify the basis for calculating redemption amounts. Unless permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) with a maturity of less than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of section 19 of the FSMA must have a minimum redemption amount of £100,000 (or its equivalent in other Specified Currencies). Redemption by instalments: The Pricing Supplement issued in respect of each issue of Notes that are redeemable in two or more instalments will set out the dates on which, and the amounts in which, such Notes may be redeemed. Optional redemption: The Pricing Supplement issued in respect of each issue of Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer (either in whole or in part) and/or the holders, and if so the terms applicable to such redemption. Tax redemption: Except as provided in “Optional redemption” above, Notes will be redeemable at the option of the Issuer prior to maturity only for tax reasons. See Condition 17.2 (“Early redemption for taxation reasons”). Withholding tax: All payments in respect of the Notes will be made free and clear of withholding taxes imposed in Australia, unless required by law. In that event, the Issuer will (subject to certain exceptions) pay such additional amounts as will result in the Noteholders receiving such amount as they would have otherwise received had no withholding or deduction been required. See Condition 24 (“Taxation”).

All payments in respect of New Zealand Domestic Notes will be made in full free and clear of withholding taxes imposed in New Zealand unless required by law.

Record Date: In the case of Australian Domestic Notes, New Zealand Domestic Notes and Canadian Domestic Notes, the date for determining the person to whom a payment of interest shall be made is the close of business on:

(a) in the case of Australian Domestic Notes, the eighth calendar day before the due date for payment;

(b) in the case of New Zealand Domestic Notes, the tenth calendar day before the due date for payment; and

Governing law: Euro Notes, Canadian Domestic Notes and the Deed of Covenant will be governed by the laws of England. Australian Domestic Notes and the Australian Note Deed Poll will be governed by the laws of the Australian Capital Territory, Australia. New Zealand Domestic Notes and the New Zealand Note Deed Poll will be governed by the laws of New Zealand.

Listing and admission to trading: Approval in-principle has been received from the SGX-ST for the listing and quotation of any Notes which are agreed at or prior to the time of issue to be listed on the Official List of the SGX-ST. If the application to the SGX-ST to list a particular Series of Notes is approved, such Notes listed on the SGX-ST must be traded on the SGX-ST in a board lot size of at least S$200,000 (or its equivalent in other currencies). There is no assurance that any application to the SGX-ST for such approval will be granted.

SGX-ST is not regulated for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Issuer may also make an application for Notes issued under the Program to be admitted to listing, trading and/or quotation on or by a stock exchange, listing authority or quotation system other than the SGX-ST, including the ASX and the debt market operated by NZX Limited. Unlisted Notes may also be issued. Selling restrictions: The offering, sale, delivery and transfer of Notes and the distribution of this Offering Circular and any other materials in relation to any Notes are subject to restrictions. Each Dealer agrees to comply with all relevant laws, regulations and directives in each jurisdiction it purchases, offers, sells, distributes or delivers Notes. See the section headed “Sale and subscription” on pages 28 to 101 inclusive of this Offering Circular for specific selling restrictions for the United States of America, the European Economic Area, United Kingdom, Hong Kong, Japan, Switzerland, New Zealand, Singapore, The Netherlands, Republic of Italy, Canada, Australia, Taiwan and the PRC. US selling restrictions: Regulation S, Category 2; TEFRA D. Use of proceeds: The net proceeds of each issue of Notes under the Program will be used by the Issuer for its general corporate purposes.

Risk factors

This section contains a description of what the Issuer considers to be principal risk factors that are material to an investment in the Notes. They are not the only risks which the Issuer faces, but are risks the Issuer considers may affect its ability to fulfil its obligations under the Notes. It is possible that the Issuer is not aware of something that may present a risk or that a risk that it does not consider material is or becomes material and, in either case, prevents the Issuer from fulfilling those obligations. The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Program, but the Issuer may be unable to fulfil its obligations under the Notes for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive.

These risk factors may not occur and the Issuer is not in a position to express any view on the likelihood of any one of these risks materialising. However, if any of these risks (or any other event not described below) were to occur, it is possible it could result in an investor losing the value of its entire investment in the Notes or part of it.

In this section, we, us, our, Telstra, Company and Telstra Group all mean Telstra Corporation Limited, an Australian corporation, and its controlled entities taken as a whole.

RISK ASSOCIATED WITH OUR BUSINESS

Risks associated with our business are relevant to investors because they may adversely affect the value of the Notes and our ability to fulfill our obligations under the Notes.

The Issuer is currently the ultimate holding company for all other companies and entities within the Telstra Group. The Issuer is not a subsidiary of, nor controlled by, any other company. Our business activities are dependent on the level of products and services required by our customers.

Market conditions are also subject to periods of volatility which can have the effect of reducing activity in a range of industry sectors which can adversely impact our financial performance. Volatility may also impact our ability to fund our business in a similar manner, and at a similar cost, to the funding raised in the past. Other risks associated with funding that we may face are over reliance on a particular funding source or a simultaneous increase in funding costs across a broad range of sources. Since the second half of 2007, global credit markets, particularly in the United States and Europe, have experienced difficult conditions and volatility. These challenging market conditions generate increased risks from decreased liquidity, reduced availability of borrowings, greater volatility, widening of credit spreads and lack of price transparency in credit markets. Changes in investment markets, including changes in interest rates, exchange rates and returns from equity, property and other investments will affect our financial performance.

Our financial performance could be adversely affected by a worsening of general economic conditions in the markets in which we operate, as well as by Australian and offshore trading market conditions and/or related factors, including government and regulatory intervention, our ability to demonstrate compliance with key regulatory requirements, the success of our business strategy and competitive forces. Other risks faced by us include risks involved in our day to day operations, credit risk, technology risk and market risk.

Government and regulatory intervention

We operate in a highly regulated environment that constrains our business and its profitability. In particular, we believe that regulation imposes limits on our ability to pursue certain business opportunities and activities affecting the returns we can generate on our assets.

We believe that regulation is a significant ongoing risk to the company. There can be no assurances as to future policies, ministerial decisions or regulatory outcomes. These may significantly constrain our business.

We face substantial regulatory risks that we believe have, and will continue to have, substantial adverse effects on our operations, competitiveness and financial performance. The key risks include:

mandated access to Telstra networks: a key part of our strategy involves deploying nextgeneration networks and services, including our Telstra Next G®™ network which incorporates 4G LTE technology. Regulatory change may require us to allow competitor access to our nextgeneration networks and services which could materially adversely affect our investment returns, earnings and financial performance;
access pricing : we are required to provide certain services to our competitors using our networks at a price determined by the Australian Competition and Consumer Commission (“ ACCC ”). In many cases we believe that the ACCC proposes prices that are below our efficient cost of supply. The outcomes of the final access determinations could have a material impact on Telstra. There is no right to a merits review of ACCC decisions to require access or set prices and the ACCC may

hold a public inquiry at any time into whether to mandate and regulate competitor access to our networks;

conduct regulation: the ACCC is empowered to regulate conduct in, amongst others, the telecommunications sector and may in the future regard our conduct to be a breach of applicable law. For example, a refusal by us to supply services to our competitors for what we believe to be normal commercial reasons may, in the ACCC’s view be a breach of law, and it may rely upon the potential for very large fines in an endeavour to have us modify what we believe to be normal commercial behaviour ;
wide government and regulatory discretion : Commonwealth government ministers and regulatory agencies have broad and, in some instances, discretionary powers to impose and vary licence conditions and other obligations on us;
regulation constraining investment decisions: our ability to invest in business including new technologies competitively may be constrained by regulatory risk. As part of the pack of legislation introduced by the Commonwealth Government to establish the National Broadband Network (“ NBN ”) (see below), the Telecommunications Act 1997 (Cth) was amended to prohibit the operation of networks which are built, altered or extended after 1 January 2011 so that they become capable of supplying superfast carriage services to residential or small business customers without those networks being operated on a ‘wholesale only’ basis (ie structurally separated) and supplying a mandatory layer 2 Ethernet bitstream service to access seekers. These provisions will significantly impede our ability to invest in such networks in the future;
information disclosure: regulation or regulators may require the disclosure of information in a manner which does not protect confidentiality and which will be damaging to our commercial interests and the security of our networks;
spectrum: Telstra’s ability to operate a competitive mobile business is highly dependent on it having ongoing access to sufficient spectrum. If Telstra is not successful over time in securing sufficient spectrum for the medium to longer term at an acceptable price, then mobile network products and services are likely to be more difficult to provide economically and efficiently which may result in poorer performance levels and associated customer dissatisfaction. It may also limit introduction of the products and services that are necessary to drive increased revenue growth and profitability; and
SSU compliance : Telstra has entered into a Structural Separation Undertaking (“ SSU ”) which obliges it to commit to increased equivalence and transparency measures between its retail and wholesale businesses. Telstra has implemented a comprehensive compliance framework across its business for the SSU. Failure to comply with the SSU may lead to significant enforcement action by the ACCC, including financial penalties.

Because of these regulatory factors, there is a risk that we are, and could be, exposed to significant limitations, uncommercial imposts, penalties and compensation payments in relation to our current and future activities and assets. This may make it prudent on some occasions for us to cease, or choose not to engage in, business activities in which we might otherwise engage; or avoid, defer or abandon certain capital projects. These regulatory risks could therefore have an adverse effect on our ability to pursue certain business opportunities and activities and the returns we can generate on our assets, and could benefit our competitors. This may in turn adversely affect our operations, competitiveness and financial performance.

Further, changes in governmental policy and regulation may also have an impact on us (see Political Reform below). In addition to changes in laws and regulations, the policies and practices of the government and regulators may change and political and diplomatic developments may have an unexpected or adverse impact on market conditions generally or specifically affect our activities, business or practices.

National Broadband Network

For an overview of the NBN as it relates to Telstra, see the “Corporate Profile – National Broadband Network” section on pages 27 to 28 of this Offering Circular. While the Definitive Agreements with NBN Co. Limited (“ NBN Co. ”) and the Commonwealth (which became unconditional on 7 March 2012) are expected to provide benefits and opportunities for Telstra, they also involve a number of material risks and operational challenges.

These risks include the possibility that:

the underlying assumptions made by Telstra in assessing the Definitive Agreements prove incorrect, including in relation to the advantages and disadvantages and the alternative options considered, and the speed and density of the rollout of the NBN fibre network;

Telstra may not meet its obligations under the Definitive Agreements, such as meeting the agreed fitness standards for the infrastructure to be made available to NBN Co. in the required timeframes;
Telstra’s transition from a vertically integrated provider of services on its own copper network and HFC cable network to becoming a reseller and user of services on the NBN fibre network is more costly or challenging than anticipated;
NBN Co. may not be able to provide the services Telstra will rely on NBN Co. for; and
Australia’s new Government may seek to renegotiate the Definitive Agreements.

Political Reform

Australia’s new Government elected in September 2013 has said that it would change government policy as it relates to the NBN. The policy is substantially different from that of the previous Government, in particular it proposes:

a change in the principal technology which NBN Co. is deploying from Fibre To The Premises (“ FTTP” ) to Fibre To the Node (“ FTTN” ). This change could involve transferring copper loops and active services to NBN Co’s fibre fed nodes, rather than the disconnection of copper services under the previous Government’s policy; and
a re-emphasis on infrastructure competition may mean that the broadband capabilty of Telstra’s HFC network (and Optus’ HFC network) would be retained.

The extent of the impact of a policy change resulting from a change of the Australian Government at this stage is unknown (including with respect to any need to renegotiate the Definitive Agreements).

Structural change and transition investment program

Rapid changes in telecommunications and IT are challenging the ability of companies to compete in the telecommunications industry in Australia and the world. Recent industry change is driven by accelerated decline in PSTN revenues, fixed to mobile migration for both voice and data, higher expectations of customers as they use more complex products and services, higher demand for speed and data and the difficulty of monetising that demand, product mix shift to lower margin products and higher cost of goods sold, increasing competition due to wholesale price reductions and increased price-based competition, changing business models flowing from innovation and disruptive technologies leading to market discontinuity (including transition from print to digital internet based businesses) and regulatory change due to the NBN described above. These changes have resulted in lower margins and made it challenging for us to develop new revenue streams.

We have put in place an extensive medium-term strategy to improve customer satisfaction, retain and grow customer numbers, simplify the business and build new growth businesses. However, there are risks that:

extended delays and other execution problems in implementing our strategy may develop;
customer take-up of our new products and services may be significantly less than planned;
competitors may offer similar services and capabilities at prices lower than expected;
our actual capital and operating costs may turn out to be substantially greater than those budgeted; and
loss of key personnel may impact implementation or benefit realisation.

Competition

The telecommunications industry in Australia and internationally is competitive and subject to significant change. We face significant competition from local and international competitors, which compete vigorously for customers in the various markets and sectors in which we operate. This competition comes from existing competitors as well as new and emerging competitors with lower cost bases, and agile, innovative business models. The effect of increasingly competitive market conditions may adversely impact on our earnings and assets.

In particular:

innovation and disruptive technologies (including transition from print to digital internet based businesses) can cause market discontinuity, which adversely impacts on business models where there is failure to transition and adapt quickly;
if we are not successful in addressing the decline in revenues from our traditional high-margin fixed line PSTN products and services and in increasing the revenues and profitability of our emerging products and services, our overall financial performance will decline relative to that of our competitors;
competition in the Australian telecommunications market and advertising market could cause us to lose market share and reduce our prices and profits from current products and services. We may also lose market share and revenue if we don’t adapt to changes in the industry and competitive landscape;
the NBN, in the longer term, could further accelerate the existing price and network based competition and the introduction of the NBN is expected to accelerate the decline in our fixed line voice revenues; and
network and system failures could damage our reputation and earnings.

In order to compete effectively, we may be required to make significant expenditures. There is no assurance that such expenditures will help us maintain or grow market share or that such investment is adequate to address these issues.

Non-supply of equipment and support

We source network infrastructure and other equipment, as well as network-related and other significant support services, from third party suppliers. The withdrawal or removal from the market of one or more major third party suppliers could adversely affect our operations and could require additional capital or operational expenditures.

Exchange rate risk

Our foreign currency exchange risk arises primarily from foreign currency overseas borrowings, transactional exposures relating to forecast transactions for receipts and payments settled in foreign currencies or with prices dependent on foreign currencies, and trade and other creditor balances denominated in a foreign currency. We also have foreign currency risk on the translation of the net assets of our foreign controlled entities which have a functional currency other than Australian dollars. A portion of our profits is derived from offshore business activities, which are conducted in a broad range of currencies. As such, changes in currency exchange rates may adversely impact our financial results and operations.

Tax risk

Future tax developments or changes to tax laws or their interpretation may also have a material adverse effect on the Telstra Group. We operate in a range of jurisdictions with different tax regimes which are subject to change. Our after tax earnings may be impacted by changes to the tax treatment of Telstra or any of its controlled entities.

Other operational risks

Concerns have been expressed by some that the emission of electromagnetic energy by mobile telephone handsets and transmission equipment may pose health risks at exposure levels below existing guideline levels. Actual or perceived health risks could lead to decreased mobile communications usage, future legal claims and calls for increased regulatory restrictions in relation to mobile handsets and transmission equipment. We rely on the expert advice of national and international health authorities such as the World Health Organisation (WHO) and the Australian Radiation Protection and Nuclear Safety Agency (ARPANSA) - an agency of the Commonwealth Department of Health and Ageing - for overall assessments of health and safety impacts.

Industry changes have created both opportunities and risks for us. In response to these developments, we have refined our business model including, for example, the move from print to digital media for Sensis. Such changes may adversely impact our ability to meet our financial objectives.

With the increasing competition for talent across the industry and as technology evolves, we are continuing to manage our ability to attract, retain and train our workforce. Some of the relevant industry skills are in short supply worldwide. A significant and/or prolonged inability to attract and retain skilled and experienced people as well as retain our corporate knowledge may impact our ability to remain competitive, and any increase in expenditures to recruit and retain skilled and experienced employees may adversely affect our profitability and net income.

Our technical infrastructure is vulnerable to damage or interruption from a range of factors including floods, wind, storms, fires, power loss, telecommunication failures, cable cuts, accidents, intentional wrongdoing, and/or dependency on key suppliers. The networks and systems that make up our infrastructure require regular maintenance and upgrades that may cause disruption. They may also be dependent upon the ongoing support of key suppliers. The occurrence of natural disasters or other unanticipated problems at our facilities or any other damage to, or failure of our networks and/or systems could result in consequential interruptions in service across our integrated infrastructure. Network and/or system failures, hardware or software failures or cyber attacks could also affect the quality of our services and cause temporary service interruptions.

Our IT systems are complex and there is a risk that our ability to support strategic priorities in customer service and growth products may be delayed. Our IT systems can also be subjected to viruses, denial of service and other similar attacks which may damage our systems and data and those of our customers. Any of these occurrences could result in customer dissatisfaction and damages or compensation claims, as well as reduced earnings.

The occurrence of any or all of these risks may have a material adverse impact on our operations, competitiveness and financial performance.

Subsidiaries, international operations, joint venture entities and other equity investments

Some of our domestic and international activities are conducted through subsidiaries, joint venture entities and other equity investments and, under the governing documents for some of these entities, certain key matters such as the approval of business plans and decisions as to capital invested and the timing and amount of cash distributions require the agreement of our co-participants. Our co-participants may have different approaches with respect to the investment and the markets in which they operate and on occasions we may be unable to reach agreement with them. Any dispute or disagreement from time to time with our partners may negatively affect our ability to pursue our business strategies.

In some cases, strategic or venture participants may choose not to continue their participation. In addition, our arrangements with our co-participants may expose us to additional investment, capital expenditure or financing requirements. There are also circumstances where we do not participate in the control of, or do not own a controlling interest in an investment, and our co-participants may have the right to make decisions on certain key business matters with which we do not agree.

Where we have made equity investments or entered into ventures in countries other than Australia we may also be affected by the political, economic, regulatory and legal environments operating in those countries which are different from those in Australia. As a result, our international operations may be subject to numerous unique country risks, including multiple and conflicting regulations, changes in regulatory requirements, foreign investment regulations, regulatory compliance interpretations and enforcement practices and changes in political and economic stability and fluctuations in exchange rates. These factors could materially and adversely affect our future revenues, operating results and financial condition.

All of these factors could negatively affect our ability to pursue our business strategies with respect to the concerned entities or business objectives and the markets in which they operate.

We have exposure to the equity markets through the defined benefit component of our superannuation fund as described in Note 24 of the financial statements in our 2013 Annual Report which is incorporated by reference into this Offering Circular (see “Documents incorporated by reference” on pages 6 to 7 inclusive of this Offering Circular).

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAM

In this section “Risk factors - Factors which are material for the purpose of assessing risks associated with Notes issued under the Program”, we, us, our and Telstra all mean the Issuer.

Risk factors associated with the terms of the Notes

The risks of a particular Note will depend on the terms of the relevant Note, but may include, without limitation, the possibility of significant changes in:

(a) the values of the applicable currencies or interest rates; or
(b) the creditworthiness of entities other than Telstra.

Such risks generally depend on factors over which we have no control and which cannot readily be foreseen, such as economic and political events and the supply of and demand for the relevant currencies. Neither the

current nor the historical price, value or performance of the relevant currencies or the relevant entities should be taken as an indication of future price, value or performance during the term of any Note.

Market and related risks

The value of an investment in the Notes may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect our financial performance and position. Notes may trade at a market price below their issue price.

In particular, the following risks may affect an investment in the Notes:

(a) our financial performance and rating : a change in our financial condition or rating may impact on the market value and the transferability of the Notes;

(b)	default risk: if an event of default occurs under the Notes, or we (or any of our agents) fail to perform
	any obligation in relation to the Notes, such event or failure may impact on the value of an investment in
	the Notes, the transferability of the Notes and the ability of a holder to recover amounts due under the
	Notes;
(c)	unsecured investment: Notes issued under the Program are unsecured and, in making an investment
	in the Notes, an investor is relying on our general ability to repay principal and pay interest at the time it
	is due and fulfil our other obligations in connection with the Notes, without recourse to any particular
	asset or security;
(d)	insolvency risk: in the event that we become insolvent, insolvency proceedings will be governed by, or
	another jurisdiction determined in accordance with, Australian law. The insolvency laws of Australia or
	that other jurisdiction, and the treatment and ranking of Noteholders, other creditors and shareholders
	under those laws, may be different from the position if we were subject to the insolvency laws of an
	investor’s home jurisdiction;
(e)	market and liquidity risks: Notes may have no established trading market when issued, and one may
	never develop (and, if a market does develop, it may not be liquid). There is no obligation on the
	Dealers to effect secondary sales of the Notes and investors may not be able to sell their Notes easily
	or at prices that will provide them with a yield comparable to similar investments that have a developed
	secondary market. Illiquidity may have a severely adverse effect on the market value of the Notes;
(f)	interest rate risks: an investment in fixed rate Notes involves the risk that subsequent changes in
	market interest rates may adversely affect the value of such fixed rate Notes. Increases in relevant
	interest rates may adversely affect the market value of the Notes.
	In addition, the market values of Notes issued at a substantial discount or premium to their nominal
	amount may fluctuate more in relation to general changes in interest rates than to prices for
	conventional interest-bearing securities;
(g)	currency risk: we will pay principal and interest on the Notes in the currency in which the Notes are
	denominated which may present risks if an investor’s financial activities are denominated principally in
	another currency, as exchange rates may significantly change over the tenor of the Notes. In addition,
	government and monetary authorities may impose exchange controls or devalue or change currencies
	(as some have done in the past) in a manner that could adversely affect the market value of the Notes.
	In particular, Notes denominated in Renminbi are subject to additional risks. Renminbi is not freely
	convertible or transferable and there are significant restrictions on remittance of Renminbi into and
	outside the PRC, which may affect the liquidity of such Notes and the relevant Issuer’s ability to source
	Renminbi outside the PRC to service such Notes. If the relevant Issuer is unable to source Renminbi, it
	may pay holders of such Notes in U.S dollars. Please refer to “Risks related to Notes denominated in
	Renminbi” below;
(h)	non-payment of instalments: Notes may be issued where the issue price is payable in more than one
	instalment. Failure to pay any subsequent instalment could result in an investor losing all of its
	investment;

(i)	optional redemption risks: where an optional redemption feature exists it may limit the market value of
	Notes. During any period if we elect to redeem the Notes, the market value of the Notes generally will
	not rise substantially above the price at which they can be redeemed. This also may be true prior to any
	redemption period. We may decide to redeem the Notes when our cost of borrowing is lower than the
	interest rate on the Notes. At those times, an investor may not be able to reinvest the redemption
	proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed;

(j) stub amounts : In relation to Notes which have a denomination consisting of the minimum Specified Denomination (as defined in the Terms and Conditions of the Notes) plus a higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in excess of €100,000 (or its equivalent) that are not integral multiples of €100,000 (or its equivalent). In such a case an investor who, as a result of trading such amounts, holds a principal amount of less than the minimum Specified Denomination may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of the Notes such that its holding amounts to a Specified Denomination;
(k) stabilisation : Notes may be subject to price stabilisation activities by the Stabilisation Manager(s). There is no guarantee that price stabilisation activities will occur, or that if they do, that they will be successful;
(l) clearing system risk : as one or more Series of Notes may be held by, or on behalf of, Euroclear, Clearstream, Luxembourg, CMU, Austraclear or another clearing system, investors will rely on their procedures for transfer and payment; and
(m) listing : Approval in-principle has been obtained from the SGX-ST for the listing and quotation for any Notes to be issued under the Program and which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such approval will be granted when such Notes are admitted to the Official List. No assurance can be given that once listed, quoted and/or traded on the SGX-ST and/or any other applicable stock or securities exchange the Notes will at all times remain listed on that stock or securities exchange and it may not be possible to list the Notes on any stock or securities exchange.

Changes in law and modifications to the terms and conditions of Notes

Changes in law, including a change to the Issuer’s legal status, control or tax residence and changes to the law governing the Notes, may alter the rights of investors from those at the time of the issue and may impact on the ability of an investor to enforce its rights as they existed at the date of issue.

Further, changes in governmental policy and regulation may also have an impact on us. In addition to changes in laws and regulations, the policies and practices of government regulators may change and political and diplomatic developments may have an unexpected or adverse impact on the terms and conditions of the Notes.

The Notes also contain provisions for calling meetings of investors to consider matters affecting their interests generally. These provisions permit defined majorities to bind all investors including such investors who did not attend and vote at the relevant meeting and investors who voted in a manner contrary to the majority.

U.S. Foreign Account Tax Compliance Act withholding

The United States may impose a withholding tax of as high as 30 percent on payments made with respect to the Notes pursuant to the Foreign Account Tax Compliance Act (" FATCA "), implemented in part by Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”). If an amount were to be deducted or withheld from payments on the Notes by virtue of FATCA, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, including deductions or withholdings on payments by one intermediary financial institution to another, neither the Issuer nor any paying agent nor any other person would, pursuant to the conditions of the Notes, be required to pay additional amounts as a result of the deduction or withholding of such tax. As a result, investors may receive smaller payments than expected.

An investor that is not a “Participating Foreign Financial Institution” for the purposes of FATCA that is withheld upon generally will be able to obtain a refund only to the extent an applicable income tax treaty with the United States entitles the investor to a reduced rate of tax on the payment that was subject to withholding under FATCA, provided the required information is furnished in a timely manner to the IRS.

Significant aspects of the application of FATCA are not currently clear and the above description is based on proposed regulations and interim guidance. Investors should consult their own advisers about the application of FATCA, in particular on how FATCA may apply to payments they receive under the Notes and if they may be classified as financial institutions under the FATCA rules.

FATCA withholding on payments of Notes paid through non-compliant custodians or intermediaries

Whilst the Notes are in global form and held within Euroclear and Clearstream, Luxembourg (together, the “ ICSDs ”), in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any payment received by the ICSDs (see “General information – FATCA withholding and the ICSDs” on page 112 of this Offering Circular). However, FATCA may affect payments made to custodians or intermediaries in the

subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA), provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. The Issuer’s obligations under the Notes are discharged once it has paid the common depositary or common safekeeper for the ICSDs (as holder of the Notes) and the Issuer has therefore no responsibility for any amount thereafter transmitted through hands of the ICSDs and custodians or intermediaries.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income (“ EU Savings Directive ”), Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to impose a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). In a press release of 10 April 2013, the Luxembourg Ministry of Finance announced that the Luxembourg government has decided to introduce, on 1 January 2015, and within the scope of the EU Savings Directive, the automatic exchange of information for all interest payments made by Luxembourg financial operators to individuals resident in another Member State. This will replace the withholding tax. A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). The European Commission has proposed certain amendments to the Directive which may, if implemented, amend or broaden the scope of the requirements described above. At a meeting on 22 May 2013, the European Council called for the adoption of an amended Directive before the end of 2013.

If a payment were to be made or collected through a Member State which has imposed a withholding system and an amount of, or in respect of, tax, were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.

Credit Ratings

One or more independent credit rating agencies may assign credit ratings to the Notes to be issued by us under the Program. The rating(s) (if any) of the Notes will be specified in the applicable Pricing Supplement. The rating(s) may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the market value of the Notes. (See also the information on credit ratings in “Overview of the Program” above).

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, cancellation, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Credit ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located.

An issue may not proceed

The Issuer may decide not to proceed with an issue of Notes under the Program. Where this is the case, the investor will have no rights against the Issuer in relation to any expense incurred or loss suffered.

Risks related to Notes denominated in Renminbi (“RMB Notes”)

There is only limited availability of Renminbi outside of the PRC, which may affect the liquidity of the RMB Notes and Telstra’s ability to source Renminbi outside of the PRC to service the RMB Notes : As a result of the restrictions by the PRC government on cross-border Renminbi fund flows, the availability of Renminbi outside of the PRC is limited. Since February 2004, in accordance with arrangements between the PRC central government and the Hong Kong government, licensed banks in Hong Kong may offer limited Renminbi-denominated banking services to Hong Kong residents, non-Hong Kong residents and specified business customers. The People’s Bank of China (“ PBOC ”), the central bank of the PRC, has also established a

Renminbi clearing and settlement system for participating banks in Hong Kong. On 19 July 2010, further amendments were made to the Settlement Agreement on the Clearing of Renminbi Business (“ Settlement Agreement ”), between PBOC and Bank of China (Hong Kong) Limited (“ RMB Clearing Bank ”), to further expand the scope of Renminbi business for participating banks in Hong Kong. Pursuant to the revised arrangements: (i) all corporations are allowed to open Renminbi accounts in Hong Kong; (ii) there is no longer any limit (other than as provided in the following paragraph) on the ability of corporations to convert Renminbi; and (iii) there will no longer be any restriction on the transfer of Renminbi funds between different accounts in Hong Kong. However, the conversion of Renminbi by a Hong Kong resident is subject to a daily conversion limit. A Hong Kong resident who intends to convert an amount of Renminbi from or to another currency exceeding such daily conversion limit should therefore allow a sufficient period to enable the currency conversion exceeding such daily conversion limit.

However, the current size of Renminbi-denominated financial assets outside the PRC remains limited. As of 31 May 2013, the total amount of Renminbi deposits held by institutions authorised to engage in Renminbi banking business in Hong Kong amounted to approximately RMB 698.5 billion (source: Hong Kong Monetary Authority Monthly Statistical Bulletin). Renminbi business participating banks do not have direct Renminbi liquidity support from PBOC. The RMB Clearing Bank only has access to onshore liquidity support from PBOC to square open positions of participating banks for limited types of transactions, including open positions resulting from conversion services for corporates in relation to cross-border trade settlement and for individual customers who are Hong Kong residents with accounts in Hong Kong of up to RMB20,000 per person per day and for designated business customers relating to the Renminbi received in providing their services. The RMB Clearing Bank is not obliged to square for participating banks any open positions resulting from other foreign exchange transactions or conversion services and the participating banks will need to source Renminbi from the offshore market to square such open positions.

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations on foreign exchange. There can be no assurance that new PRC regulations will not be promulgated or that the Settlement Agreement will not be terminated or amended in the future, which could further restrict the availability of Renminbi outside of the PRC. The limited availability of Renminbi outside of the PRC may affect the liquidity of the RMB Notes. To the extent that Telstra is required to source Renminbi in the offshore market to service the RMB Notes, there can be no assurance that Telstra will be able to source such Renminbi on satisfactory terms, if at all. If Telstra is unable to source Renminbi, it may pay Noteholders in U.S. dollars pursuant to Condition 18.5.

Renminbi is not freely convertible and there are significant restrictions on remittance of Renminbi into and outside the PRC: Renminbi is not freely convertible at present. The PRC government continues to regulate conversion between Renminbi and foreign currencies, despite the significant reduction over the years by the PRC government of control over routine foreign exchange transactions under current accounts. Participating banks in Hong Kong have been permitted to engage in the settlement of Renminbi trade transactions under a pilot scheme introduced in July 2009. This represents a current account activity. This pilot scheme was extended in June 2010 to cover 20 provinces and cities in the PRC to make Renminbi trade and other current account item settlement available in all countries worldwide. It was further extended in August 2011 to cover all provinces and cities in the PRC. The PRC regulatory authorities (including the PBOC, the Ministry of Commerce (“ MOFCOM ”) and the State Administration of Foreign Exchange (“ SAFE ”)) have issued certain PRC regulations on the remittance of Renminbi into the PRC for settlement of capital account items in the forms of cross-border transfers of capital and direct investments in Renminbi, and foreign investors may only remit offshore Renminbi into the PRC for direct investments with Renminbi that it has generated from cross-border trade settlement, that is lawfully remitted out of the PRC or that is lawfully obtained by it outside the PRC upon obtaining the approvals required under the regulations issued or to be issued by the relevant PRC authorities.

In 2011, the PRC government issued certain new rules imposing significant restrictions on the remittance of Renminbi into and out of the PRC, including, among other things, restrictions on the remittance of Renminbi into the PRC by way of direct investments or loans. On February 25, 2011, MOFCOM promulgated the Circular on Issues concerning Foreign Investment Management (the “ MOFCOM Circular ”). Under the MOFCOM Circular, if a foreign investor intends to make investments in the PRC with Renminbi funds generated from cross-border trade settlement or otherwise lawfully obtained outside the PRC, whether by way of establishing a new enterprise, increasing the registered capital of an existing enterprise, acquiring an onshore enterprise or providing loan facilities, prior written consent from MOFCOM (Foreign Investment Department) is required. On 3 June 2011, the PBOC issued the Circular on Clarifications of Relevant Issues concerning Cross-Border Renminbi Affairs (the “ PBOC Circular ”). Pursuant to the PBOC Circular, if a foreign investor intends to make investments in the PRC with Renminbi funds it lawfully obtained outside the PRC, whether by way of establishing a new enterprise, increasing the registered capital of an existing enterprise, acquiring an onshore enterprise (excluding any roundtripping acquisition) or providing loan facilities, it shall, in addition to the approval from MOFCOM (Foreign Investment Department) in accordance with the MOFCOM Circular, also obtain an approval from the PBOC. On 12 August 2011, MOFCOM issued the Notice of Issues concerning Cross-border Direct Investment in Renminbi, in addition to normal foreign investment approval process, Renminbi inbound direct investments is also subject to Renminbi source verification by MOFCOM. To facilitate Renminbi inbound direct investments by foreign investors, MOFCOM promulgated the Circular on Issues Concerning Cross-Border Renminbi Direct Investment (the “ New

MOFCOM Circular ”) on 12 October 2011, and the PBOC issued the Administrative Measures on Settlement of Cross-Border Renminbi Direct Investment (the “ PBOC Measures ”) on 13 October 2011.

According to the New MOFCOM Circular, the local counterparts of MOFCOM are authorised to review and approve cross-border Renminbi direct investments in accordance with the administrative regulations on foreign investments currently in force and the authorities granted under these regulations; however, for investments in the amount of Renminbi 300 million or more and investments relating to (i) financial guarantee, finance lease, micro-financing, auction and similar businesses, (ii) foreign-invested investment companies, foreign-invested venture capital investment or equity investment enterprises, and (iii) cement, iron and steel, electrolytic aluminium, shipbuilding and similar industries that are subject to macro-control measures, the provincial level counterparts of MOFCOM must submit the application documents to MOFCOM for review and approval before issuing the official approval. To the extent that any provisions in previous rules are inconsistent with the provisions in the New MOFCOM Circular, the provisions in the New MOFCOM Circular should prevail. According to the PBOC Measures, foreign investors, foreign-invested enterprises or their Chinese shareholders may submit applications to domestic banks to open Renminbi bank settlement accounts for deposit and settlement of Renminbi funds remitted into the PRC in accordance with the Administrative Measures on Renminbi Bank Settlement Accounts for Foreign Institutions and the Administrative Measures on Renminbi Bank Settlement Accounts. After examining the approval or filing documents issued by MOFCOM, its local counterparts or other relevant regulatory authorities in relation to cross-border Renminbi direct investments, domestic banks are permitted to process foreign investors’ requests for remittance of offshore Renminbi funds into the PRC. To the extent that any provisions in previous rules are inconsistent with the provisions in the PBOC Measures, the provisions in the PBOC Measures shall prevail.

In 2012 and 2013, the PRC government issued several new rules to clarify the administration on the remittance of Renminbi into the PRC by way of loan facilities. Borrowing of Renminbi loan from an offshore lender will in general be deemed as foreign debt of a PRC borrower, which will be subject to foreign debt approval of and/or registration with SAFE as if the loan were denominated in foreign currency.

As these regulations and rules are relatively new, their interpretation and enforcement involve uncertainty.

There is no assurance that the PRC government will continue to gradually liberalise the control over cross-border Renminbi remittances in the future, that the pilot scheme introduced in the July 2009 will not be discontinued or that new PRC regulations will not be promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi funds into or out of the PRC.

Current and future restrictions on the convertibility of Renminbi may make it difficult for the Issuer to obtain Renminbi for the purpose of servicing RMB Notes. If the Issuer is unable to source Renminbi, it may pay Noteholders in U.S. dollars pursuant to Condition 18.5. Investors that receive payments in Renminbi should also be aware of the restrictions on the convertibility of Renminbi into foreign currencies.

Investment in RMB Notes is subject to foreign currency exchange rate risks : The value of Renminbi against the Hong Kong dollar and other foreign currencies fluctuates, and is affected by changes in the PRC, by international political and economic conditions and by various other factors. All payments of interest and principal with respect to the RMB Notes will be made in Renminbi. If an investor measures its investment returns by reference to a currency other than Renminbi, an investment in RMB Notes entails foreign exchange related risks, including possible significant changes in the value of Renminbi relative to the currency by reference to which an investor measures its investment returns. Depreciation of the Renminbi against such currency could cause a decrease in the effective yield of the RMB Notes below their stated coupon rates and could result in a loss when the return on the RMB Notes is translated into such currency. In addition, there may be tax consequences for investors as a result of any foreign currency gains resulting from any investment in RMB Notes.

Payments in respect of the RMB Notes will only be made to investors in the manner specified in the RMB Notes. All payments to investors in respect of the RMB Notes will be made solely by (i) when the RMB Notes are represented by global certificates, transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and procedures of the CMU Service, or (ii) when the RMB Notes are in definitive form, transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and regulations. Telstra cannot be required to make payment by any other means (including in any other currency or by transfer to a bank account in the PRC).

Gains on the transfer of the Renminbi Notes may become subject to income taxes under PRC tax laws.

Under the PRC Enterprise Income Tax Law and its implementation rules which took effect on 1 January 2008, any gain realised on the transfer of Renminbi Notes by non-resident enterprise holders may be subject to enterprise income tax if such gain is regarded as income derived from sources within the PRC. However, there remains uncertainty as to whether the gain realised from the transfer of the Renminbi Notes would be treated as income derived from sources within the PRC and be subject to PRC tax. This will depend on how the PRC tax authorities interpret, apply or enforce the PRC Enterprise Income Tax Law and its implementation rules. According to the arrangement between the PRC and Hong Kong for the avoidance of double taxation, residents of Hong Kong, including enterprise holders and individual holders, will not be subject to PRC tax on any capital gains derived from a sale or exchange of the Renminbi Notes.

Therefore, if non-resident enterprise holders are required to pay PRC income tax on gains on the transfer of the Renminbi Notes (such enterprise income tax is currently levied at the rate of 10 per cent. of the gross proceeds, unless there is an applicable tax treaty between PRC and the jurisdiction in which such non-resident enterprise holders of Renminbi Notes reside that reduces or exempts the relevant tax), the value of their investment in the Renminbi Notes may be materially and adversely affected.

Corporate profile

In this section “Corporate profile”, we, us, our, Telstra, Company and Telstra Group all mean Telstra Corporation Limited, an Australian corporation, and its controlled entities taken as a whole. Other terms used in this section which are not specifically defined can be found in the Glossary at the end of this section.

Our fiscal year ends on 30 June. Unless we state differently, the following applies:

year or a fiscal year means the year ended 30 June; and
• 2013 means fiscal 2013 and similarly for other fiscal years.

All amounts are expressed in Australian dollars ( A$ ), unless otherwise stated.

Introduction

We are Australia’s leading telecommunications and information services company offering a full range of services in these markets. We also operate in a number of overseas countries.

Our origins date back to 1901, when the Postmaster-General’s Department was established by the Australian government to manage all domestic telephone, telegraph and postal services, and to 1946, when the Overseas Telecommunications Commission was established by the Australian government to manage international telecommunications services.

Since then, we have undergone many changes and were incorporated as an Australian public limited liability company in November 1991. Telstra Corporation Limited is a company limited by shares, incorporated and operating under the Corporations Act.

As at 30 June 2013 Telstra Corporation Limited had on issue 12,443,074,357 fully paid ordinary shares. At the date of this Offering Circular we are not, directly or indirectly, controlled by any of our shareholders.

Our shares are quoted on the Australian Stock Exchange and on the New Zealand Stock Exchange. We comply with the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations.

The business address for Telstra Corporation Limited and each of its directors and senior executives is:

The Company Secretary Telstra Corporation Limited Level 41, 242 Exhibition Street Melbourne Vic 3000 Australia

Phone: +61(3) 8647 2629 +61(8) 8308 1721 (Switchboard)

The Telstra Group consists of a significant number of Australian and foreign subsidiaries. A list of Telstra’s controlled entities is provided in note 25, and our jointly controlled and associated entities are listed in note 26 of the financial statements in our 2013 Annual Report which is incorporated into this Offering Circular by reference (see “Documents incorporated by reference” on pages 6 to 7 inclusive of this Offering Circular).

Telecommunications and information services

Our main activities include the provision of:

mobile telecommunications services - we offer 4G and 3G mobile services to our customers, including voice calling, video calling, text and multimedia messaging throughout Australia and between Australia and international destinations, mobile broadband and a range of information, entertainment and connectivity services, as well as traditional 2G services;
basic access services to most homes and businesses in Australia - our basic access service includes installing and maintaining connections between customers’ premises and our national fixed network for delivering basic and enhanced telephone services (Public Switched Telephone Network) and providing basic voice, facsimile and Internet services. Along with basic access services, we provide handsets and other devices for sale and rental to help customers

use our services more effectively;

enhanced products and value added services - in addition to basic access services, we provide enhanced products like Integrated Services Digital Network (“ ISDN ”) access to voice, data and video and Asymmetric Digital Subscriber Line (“ ADSL ”) services and value added services such as voicemail, call waiting, call forwarding, call conferencing and call return;
long distance telephone calls in Australia and international calls to and from Australia - we offer long distance telephone calls throughout Australia and international telephone services to more than 230 countries and territories. We also provide a comprehensive range of inbound calling products and services;
broadband access and content - we offer a range of internet products and packages under Telstra and our BigPond® brand, including BigPond® Broadband, which provides broadband internet services to consumer and small business customers via HFC cable, satellite, ADSL, Telstra’s own fibre optic cable, the NBN, wireless technologies and BigPond® mobile services, which allows customers to browse and purchase a broad range of up-to-date information and entertainment;
a comprehensive range of data and IP services - in addition, we provide:
new generation data and internet services including business grade internet solutions;
Ethernet Lite, which offers a broadband data service with symmetric data rates and business-grade service levels;
Connect IP solution range, which is a standardised, end-to-end, IP-based Wide Area Networks (“ WANs ”) offering that integrates network management and data connectivity with CPE, allowing for seamless data transfer between customer sites;
the Telstra Next IP[®] network (a high performance national data network with coverage to over 95% of Australian businesses and seamless integration of the Next G[®] wireless network);
IP Telephony, an open standard IP communications suite, which delivers hosted IP telephony and IP applications to our corporate customers; and
a number of other data and specialised services, including network applications and services (“ NAS ”), digital data services, voice-grade dedicated lines, network transaction / electronic funds transfer at point of sale (“ EFTPOS ”) services and video and audio network services as well as domestic and international frame relay and ATM products. Telstra Internet Direct also provides business customers with dedicated internet access within Australia at access transmission rates up to one gigabit per second (“ Gbps ”). We also provide wholesale internet access products for use by licensed carriers, ISPs and CSPs;

• supply of equipment - we are the leading provider of payphones in Australia and, as part of our customer voice, data, mobile and service solutions, we provide equipment for rental or sale to our customers. Our USO requires us to make payphone services reasonably accessible throughout Australia including in non-metropolitan and rural areas;

management of business/government customers network services - we offer various business software solutions to our business customers, including:
T-Suite® applications;
accounting and human resources compliance solutions;
customer relationship management;
email, conference and message services; and
virus, spam and data protection;

• wholesale services to other carriers, carriage service providers and internet service providers. In addition to providing products for resale, we provide a range of other products specifically tailored for wholesale customers. These include:

interconnection services, including originating and terminating access to our fixed and mobile networks, and long distance pre-selection services;
access to our network facilities such as ducts, towers and exchange space;
Unconditioned Local Loop Service (“ ULLS ”) and Local Sharing Service (“ LSS ”);
domestic and international transmission services;
ADSL broadband, ethernet backbone and traditional data services; and
GSM-based mobile products and services;

We also manage and deliver a range of services and enablement capability for wholesale customers. These include product and service provisioning, ordering and activation, billing, fault reporting and end-user and product transfer. In addition, we provide a range of web-based business-to-business services to our customers.

Directories, advertising and search services through Sensis Pty Ltd[® ] - these include the Yellow Pages ® and White Pages® print and online directories, and the CitySearch[1] , TrueLocal[2] and Whereis® online sites. We are a leading provider of directories, advertising and search services through our advertising business and wholly owned subsidiary, Sensis; and
cable distribution services for Foxtel’s cable subscription television services.

National Broadband Network

In April 2009 the former Labor Government announced its intention to roll out the NBN. The former Labor Government has since taken significant steps to achieve this objective, including the introduction of legislation to support the rollout of the NBN.

NBN Co. is now operating. It has commenced its rollout of the NBN and started to provide services in a small number of regions. In addition to the former Labor Government’s initiatives to roll out the NBN, the Commonwealth Parliament passed the Telecommunications Legislation Amendment (Competition and Consumer Safeguards Act 2010 (Cth) (“ CCS Act ”) to require Telstra to undertake either:

voluntary structural separation (for example, by ceasing to supply fixed line services to customers using a network it controls); or
mandatory functional separation of its wholesale and retail operations (for example, by establishing separate business divisions and constraining dealings between them).

On 23 June 2011, Telstra entered into agreements with NBN Co. and the Commonwealth (referred to as the “ Definitive Agreements ”). The Definitive Agreements became unconditional on 7 March 2012. The Definitive Agreements, together with regulatory undertakings given to the ACCC and associated Government policy commitments, create the framework for Telstra’s participation in the rollout of the NBN.

The new Coalition Government, elected on 7 September 2013, has stated it intends to modify the design of the NBN to use a range of technologies, with priority given to fibre to the node (“ FTTN ”) over the previous Government’s fibre to the premise approach. The new Government will conduct a number of reviews of the NBN to help determine its approach. A move to predominantly use FTTN in the NBN roll out would result in the likely renegotiation of some aspects of the Definitive Agreements reached with NBN Co. and the Commonwealth in 2011. Telstra continues to progress implementation of the existing Definitive Agreements in place with NBN Co. and the Commonwealth, and will continue to work constructively with Government in the best interests of shareholders.

1 Registered trade mark of CitySearch Australia Pty Ltd.

2 Trade mark of Australian Local Search Pty Ltd.

Under the Definitive Agreements as currently drafted (including regulatory undertakings given by Telstra to the ACCC), Telstra will significantly change the way it operates certain parts of its fixed line business by disconnecting progressively copper services and HFC broadband services, commencing to acquire wholesale services from NBN Co. and providing NBN Co. with access to large volumes of certain types of Telstra’s infrastructure. This will mean that Telstra will substantially rely on the NBN fibre network to offer fixed line services to premises in the geographic areas in which NBN Co. intends to roll out the NBN fibre network, or the premises which are passed or intended to be passed by the NBN fibre network within one or more rollout regions (“ NBN Fibre Footprint ”).

Telstra will continue to retain and operate its Next G® wireless network, Next IP™ core fibre network, backhaul fibre network and HFC cable network (for delivery of pay TV services). Telstra will also retain and operate its copper network and will continue to provide broadband services over its HFC cable network as relevant outside areas where the NBN fibre network has been deployed. Telstra will also retain ownership of the infrastructure accessed by NBN Co. (except for lead-in conduits).

In return for its participation in the rollout of the NBN, Telstra will receive payments from NBN Co. and the Commonwealth, and will benefit from certain Government policy commitments.

The key commitments under the Definitive Agreements include:

Telstra disconnecting progressively copper services and HFC broadband services that are provided to premises in the NBN Fibre Footprint as the NBN fibre network is rolled out;
NBN Co. committing to key product features and prices in supplying Telstra with NBN Co.’s basic service offering on the NBN fibre network;
Telstra providing NBN Co. with long-term access to large volumes of parts of its infrastructure (including dark fibre links, exchange rack spaces and ducts), as well as initial access to lead-in conduits (which will then be transferred by Telstra to NBN Co. as lead-in fibre is installed in the lead-in conduit); and
the Commonwealth implementing a package of measures including: (i) increased funding for Telstra’s provision of the Universal Service Obligation (“ USO ”) services; (ii) funding for the retraining of certain Telstra staff and for certain customer migration costs; and (iii) arranging for NBN Co to conduct a public education campaign that informs end users about the nature and timing of the rollout of the NBN fibre network in their area.

In addition, the Government has made policy commitments to:

implement reforms to the USO, including the establishment of the Telecommunications Universal Service Management Agency (TUSMA), which is to assume regulatory responsibility for the USO as the NBN Fibre Network is rolled out and to pay Telstra to provide the USO services; and
make NBN Co. responsible for installing fibre in new developments of 100 or more premises approved after 1 January 2011 as well as in smaller developments in areas that the NBN fibre network will reach within 12 months as it is being rolled out. This transfer of responsibility from Telstra to NBN Co is expected to allow Telstra to realise significant future cost savings.

For further important information on this Government initiative which affects our business see the “Risk Factors – National Broadband Network” section on pages 14 to 24 inclusive of this Offering Circular.

Subscription television

We own 50 percent of Foxtel, with News Corporation owning the other 50 percent (following the buyout in 2012 by News Corporation of a 25 percent share previously held by Consolidated Media Holdings Ltd). Foxtel is Australia’s leading provider of subscription television services.

International investments

Growth into Asia is another of our key strategic ambitions. Our international investment encompasses three lines of business – CSL New World, Telstra China and Telstra Global. CSL New World is our Hong Kong based wireless investment and operates in an intensely competitive market in which we continue to increase our market share. Our Chinese businesses provide digital media services in IT, consumer electronics and auto segments in which our Autohome business has delivered significant growth during the year. With more than 1,300 points of presence throughout Australia, Asia Pacific, Europe and the US, Telstra Global provides managed network services, international data and voice, and satellite and also manages our submarine cable networks and assets.

During 2013, we signed a business communications contract with Jetstar and this contract represents Telstra’s largest global contract to date and our first NAS contract in Asia. We continue to expand our capability in Asia including the opening of our Singapore data centre. We have also continued to grow outside the Asia region.

Directors

As at the date of this Offering Circular, our directors are as follows:

				Last elected/re-
Name	Age	Position	Initial appointment
				elected

Catherine B Livingstone		Chairman,
	58		2000	2011
AO		Non-executive Director

		Chief Executive Officer,
David I Thodey	59		2009	-
		Executive Director

Geoffrey A Cousins	70	Non-executive Director	2006	2012
Russell Higgins AO	63	Non-executive Director	2009	2012
John P Mullen	58	Non-executive Director	2008	2011
Nora L Scheinkestel**	53	Non-executive Director	2010	2010
Margaret Seale	53	Non-executive Director	2012	2012
Steven M Vamos	55	Non-executive Director	2009	2012
John D Zeglis	66	Non-executive Director	2006	2012
Chin Hu Lim**	54	Non-executive Director	2013	-

**Nora Scheinkestel will stand for re-election as a director, and Chin Hu Lim will stand for election as a director, at the 2013 Annual General Meeting to be held on 15 October 2013.

Our 2013 Annual Report sets outs (a) further information about the directors of the Telstra Group (other than Chin Hu Lim), and (b) the names and other information about the senior executives of the Telstra Group who are not directors (including their functions at Telstra) and, where applicable, an indication of the principal activities performed by them outside Telstra where these are significant with respect to Telstra - see pages 30 to 32 and 185 to 190 of our 2013 Annual Report which is incorporated into this Offering Circular by reference (see “Documents incorporated by reference” on pages 6 to 7 inclusive of this Offering Circular). The ASX release of 8 August 2013, entitled ‘Chin Hu Lim to join Telstra Board’ and available at www.telstra.com.au sets out further information about director Chin Hu Lim.

Legal and Arbitration Information

During the twelve months preceding the date of this Offering Circular, there have been no governmental, legal or arbitration proceedings involving us (nor are any such proceedings pending or threatened of which we are aware) which may have, or have had, a significant effect on our financial position or profitability.

Recent developments

There have been no significant changes in our prospects, financial position or trading position since the date of our last published audited financial statements (being 30 June 2013 and as published in our 2013 Annual Report).

Credit rating

As at the date of this Offering Circular, we have the following debt ratings for long-term unsubordinated unsecured obligations:

• Standard and Poor’s (Australia) Pty Ltd: A (stable); • Moody’s Investors Service Pty Limited: A2 (stable); and • Fitch Australia Pty Ltd: A (stable).

Further information

Further information about the Telstra Group is set out in our 2013 Annual Report and our 2012 Annual Report, as those documents are incorporated by reference in, and form part of, this Offering Circular, (see “Documents incorporated by reference” on pages 6 to 7 inclusive of this Offering Circular).

Trademarks

™ and ® denote trademarks of Telstra Corporation Limited (ABN 33 051 775 556).

Terms and Conditions of the Notes

1 Introduction
2 Form
3 Denomination
4 Currency
5 Status
6 Negative pledge
7 Title
8 Title to Australian and New Zealand Domestic Notes
9 Transfers of Australian and New Zealand Domestic Notes
10 Transfers of Canadian Domestic Notes
11 General
12 Fixed Rate Notes
13 Floating Rate Note and Variable Interest Notes
14 Dual Currency Notes
15 Partly Paid Notes
16 General provisions applicable to interest
17 Redemption
18 Payments
19 Payments in respect of Definitive Bearer Notes
20 Payments in respect of Global Notes
21 Payments in respect of Australian Domestic Notes and New Zealand Domestic Notes

22 Payments in respect of Canadian Domestic Notes 23 Payments of amount in respect of Notes held through the CMU 24 Taxation 25 Time limit for claims 26 Events of Default 27 Agents
28 Replacement of lost or damaged Notes and Coupons
29 Meetings of Noteholders 30 Variation
31 Further issues
32 Notices to Noteholders
33 Substitution of Issuer
34 Governing law and jurisdiction
35 Third party rights
36 Interpretation

The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provision of the relevant Pricing Supplement, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of the Pricing Supplement or (ii) these terms and conditions as so completed, amended, supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on such Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the relevant Pricing Supplement. Those definitions will be endorsed on the definitive Notes. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under the Program.

Part 1 Introduction

1 Introduction

1.1 Program

Telstra Corporation Limited (ABN 33 051 775 556) (“ Issuer ”) has established a debt issuance program for the issuance of Notes with an aggregate principal amount not exceeding €15,000,000,000 (or the equivalent in other currencies at the date of issue of any Notes).

1.2 Pricing Supplement

Notes issued under the Program are issued in Series. Each Series may comprise one or more Tranches having one or more issue dates and on terms otherwise identical (other than in respect of the first payment of interest). Each Tranche is the subject of the Pricing Supplement which supplements these Conditions. In the event of any inconsistency between these Conditions and the relevant Pricing Supplement, the relevant Pricing Supplement prevails.

1.3 Issue documentation

Subject to applicable Directives, the Issuer may issue Notes under the Program in any applicable country including Australia, New Zealand, Canada and countries in Europe and Asia (but not the United States). Notes issued in bearer form or registered form into capital markets outside Australia, New Zealand and the United States will be issued under the Euro Fiscal Agency Agreement or a Registry Services Agreement and have the benefit of the Deed of Covenant. Notes issued in registered form into the Australian and New Zealand capital markets will be issued under the Australian Note Deed Poll and the New Zealand Note Deed Poll respectively. Notes issued in Canada and other jurisdictions outside the United States will be made pursuant to such other additional documentation as the Issuer considers appropriate and in agreement with the Program Documents and relevant Directives.

1.4 The Notes

All subsequent references in these Conditions to “Notes” are to the Notes which are the subject of the relevant Pricing Supplement. Copies of the relevant Pricing Supplement are available for inspection by Noteholders during normal business hours at the Specified Office of the Issuer or the relevant Agent.

1.5 Summaries

Certain provisions of these Conditions are summaries of the Euro Fiscal Agency Agreement, the Australian Registry Services Agreement, the New Zealand Registry Services Agreement and other Program Documents and are subject to their detailed provisions. The Noteholders and Couponholders are bound by, and are taken to have notice of, all the provisions of the relevant Agency Agreement applicable to them. A copy of the relevant Agency Agreement is available for inspection by Noteholders during normal business hours at the Specified Offices of each of the Issuer and the relevant Agents.

1.6 Interpretation

Defined terms and interpretation provisions are set out in Condition 36 (“Interpretation”). References to Euroclear and/or Clearstream, Luxembourg shall, wherever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the Euro Fiscal Agent or the relevant Registrar, whether specified in the applicable Pricing Supplement or otherwise. References to CMU shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Issuer and the CMU Lodging Agent (and, where relevant, the Fiscal Agent), whether specified in the applicable Pricing Supplement or otherwise.

Part 2 Form, Denomination and Title

2 Form

2.1 Bearer or registered

(a) Subject to paragraph (b), the Notes are issued as Bearer Notes or Registered Notes as specified in the applicable Pricing Supplement.
(b) The Euro Notes are issued as Bearer Notes.

2.2 Definitive Bearer Notes

Definitive Bearer Notes are serially numbered and (other than in the case of Zero Coupon Notes) are issued:

(a) with Coupons attached;
(b) if specified in the relevant Pricing Supplement, with Talons for further Coupons attached; and
(c) if repayable in instalments, with Receipts for the payment of the instalments of principal (other than the final instalment) attached.

2.3 Uncertificated Registered Notes and Global Notes

Uncertificated Registered Notes and Global Notes do not have Coupons, Talons or Receipts attached on issue.

2.4 Certificated Registered Notes

Canadian Domestic Notes are represented by certificates, each certificate representing one or more Notes registered in the name of the recorded holder of such Canadian Domestic Notes.

2.5 Zero Coupon Notes

In these Conditions in relation to Zero Coupon Notes, references to interest (other than in relation to interest due after the Maturity Date), Coupons, Couponholders and Talons are not applicable.

2.6 Exchange of Bearer Notes and Registered Notes not permitted

Bearer Notes may not be exchanged for Registered Notes and vice versa .

3 Denomination

Bearer Notes and Registered Notes may be issued in one or more Specified Denominations as specified in the applicable Pricing Supplement, provided that Euro Notes must be issued in one or more Specified Denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000.

Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.

4 Currency

The Notes may be denominated in any Specified Currency, subject to compliance with all applicable legal, regulatory and central bank requirements.

5 Status

5.1 Status of the Notes

The Notes constitute direct, unsubordinated and (subject to Condition 6 (“Negative pledge”)) unsecured obligations of the Issuer.

5.2 Ranking of Notes

The Notes rank equally among themselves and at least equally with all other unsecured and unsubordinated obligations of the Issuer, except for liabilities mandatorily preferred by law.

6 Negative pledge

6.1 Negative pledge

So long as any Notes of any Series remain Outstanding the Issuer must not create or permit to subsist any Security Interest upon the whole or any part of its present or future property or assets to secure any:

(a) Relevant Indebtedness; or
(b) guarantee by the Issuer of Relevant Indebtedness of third parties,

unless in each case:

(i) at the same time or prior thereto it secures the Notes equally and rateably with that Relevant Indebtedness; or
(ii) granting or procuring to be granted such other Security Interest in respect of its obligations under all Notes of all Series as may be approved by an Extraordinary Resolution of the Noteholders.

6.2 Associated definitions

In Condition 6.1 (“Negative pledge”):

Relevant Indebtedness means any obligation in respect of moneys borrowed or raised which is in the form of or evidenced by any note, bond, debenture, or other similar debt instruments which is, or are capable of being, listed, quoted, ordinarily dealt in or traded on any recognised stock exchange, over the counter or other securities markets.

Security Interest means any mortgage, charge, pledge, lien or other security interest other than:

(a) one arising by operation of law; or

(b) one provided for by one of the following transactions if the transaction does not secure payment or performance of an obligation:
(i) a transfer of an account or chattel paper;
(ii) a commercial assignment; or
(iii) a PPS Lease,

where “account”, “chattel paper”, “commercial consignment” and “PPS lease” have the same meanings given to them in the Personal Property Securities Act 2009 of Australia.

7 Title

7.1 Scope of this condition

This Condition 7 (“Title”) does not apply to Australian Domestic Notes or New Zealand Domestic Notes.

7.2 Bearer Notes

Title to Bearer Notes, Receipts and Coupons passes by delivery.

7.3 Recognition of interests

Subject to Condition 7.4 (“Global Notes”), and except as otherwise required by law, the Issuer and the Euro Fiscal Agent must treat the bearer of any Bearer Note, Receipt or Coupon as the absolute owner of the Bearer Note, Receipt or Coupon.

This Condition applies whether or not a Note is overdue and despite any notice of ownership or writing on a Note or notice of any previous loss or theft of it.

7.4 Global Notes

For so long as a Bearer Note is represented by a Global Note held on behalf of a common depositary for Euroclear and Clearstream, Luxembourg, or a sub-custodian for the CMU, the Issuer and the Euro Fiscal Agent or the CMU Lodging Agent (as applicable) must treat:

(a) for the purposes of payment of principal or interest on the principal amounts of those Notes, the bearer of the relevant Global Note as the holder of the principal amount of those Notes in accordance with and subject to the terms of the relevant Global Note; and
(b) for all other purposes, each person (other than Euroclear, Clearstream, Luxembourg or the CMU) who is for the time being shown in the records of Euroclear, of Clearstream, Luxembourg or of the CMU as the holder of a particular principal amount of a Global Note as the holder of the principal amount of those Notes.

Any certificate or other document issued by Euroclear, Clearstream, Luxembourg or the CMU as to the principal amount of Global Notes standing to the account of any person is conclusive and binding for all purposes, except in the case of manifest error.

7.5 Canadian Domestic Notes

(a) Title to Canadian Domestic Notes passes upon registration in a register which the Issuer must procure to be kept by the Canadian Registrar in accordance with the provisions of the Canadian Registry Services Agreement.
(b) Subject to Condition 10 (“Transfers of Canadian Domestic Notes”) and except as otherwise required by law, the Issuer and the Canadian Registrar must treat the registered holder of any Canadian Domestic Note as the absolute owner of that Canadian Domestic Note for all purposes, whether or not such Canadian Domestic Note is overdue and notwithstanding any notice of ownership, theft or loss or any writing thereon made by anyone.

8 Title to Australian and New Zealand Domestic Notes

8.1 Defined terms

In this Condition 8:

(a) “ Note ” means an Australian Domestic Note or a New Zealand Domestic Note, as the case may be;
(b) “ Register ” means the Australian Register or the New Zealand Register, as the case may be; and
(c) “ Registrar ” means the Australian Registrar or the New Zealand Registrar, as the case may be.

8.2 Registered form

Each Note takes the form of an entry in the Register. No certificate will be issued in respect of it, unless the Issuer determines that certificates should be made available or that they are required by law.

8.3 Effect of entries in Register

Each entry in the Register in respect of a Note constitutes:

(a) a separate and individual acknowledgment to the Noteholder by the Issuer of the indebtedness of the Issuer to that Noteholder;
(b) an unconditional and irrevocable undertaking by the Issuer to the Noteholder to make all payments of principal and interest in respect of the Note in accordance with these Conditions; and
(c) an entitlement to the other benefits given to the Noteholders under these Conditions in respect of the relevant Note.

8.4 Register conclusive as to ownership

Entries in the Register in relation to a Note constitute conclusive evidence that the person so entered is the absolute owner of the Note, subject to correction for fraud or error.

8.5 Non-recognition of interests

Except as required by law, neither the Issuer nor the Registrar is required to recognise:

(a) a person as holding a Note on any trust; or
(b) any other interest in any Note or any other right in respect of a Note except an absolute right of ownership in the registered holder, whether or not it has notice of the interest or right.

8.6 Joint holders

Where two or more persons are entered in the Register as the joint holders of a Note then they are taken to hold the Note as joint tenants with rights of survivorship, but the Issuer is not bound to register more than four persons as joint holders of a Note.

Part 3 Transfers

9 Transfers of Australian and New Zealand Domestic Notes

9.1 Defined terms

In this Condition 9:

(a) “ Note ” means an Australian Domestic Note or a New Zealand Domestic Note, as the case may be; and
(b) “ Registrar ” means the Australian Registrar or the New Zealand Registrar, as the case may be.

9.2 Transfers in whole

Notes may be transferred in whole but not in part.

9.3 Compliance with laws

Notes may only be transferred if:

(a) in the case of Australian Domestic Notes, the aggregate consideration payable by the transferee at the time of transfer is at least A$500,000 (disregarding moneys lent by the transferor or its associates) or the offer or invitation giving rise to the transfer does not constitute an offer or invitation for which disclosure is required to be made to investors pursuant to Parts 6D.2 or 7.9 of the Corporations Act;

(b) in the case of New Zealand Domestic Notes, the offer or invitation giving rise to the transfer does not constitute an offer or invitation to the public for which disclosure is required to be made to investors, or otherwise require the registration of a prospectus or other offering document, pursuant to the Securities Act 1978 of New Zealand (or any statutory modification, re-enactment or replacement of, or statutory substitution for the Securities Act 1978 of New Zealand); and
(c) the transfer complies with any other applicable Directives.

9.4 Transfer procedures

Australian Domestic Notes must be entered in the Austraclear System. Unless New Zealand Domestic Notes are entered in the NZClear System, application for the transfer of New Zealand Domestic Notes must be made by the lodgment of a transfer form with the New Zealand Registrar. Transfer forms are available from the New Zealand Registrar. Each form must be:

(a) duly completed;
(b) accompanied by any evidence as the New Zealand Registrar may require to prove the title of the transferor or the transferor’s right to transfer the New Zealand Domestic Note; and
(c) signed by both the transferor and the transferee.

Notes entered in the Austraclear System or the NZClear System, are transferable only in accordance with the Austraclear Regulations or the NZClear Regulations, as the case may be.

9.5 Restrictions on transfers

Transfers will not be registered later than the close of business on:

(a) in the case of Domestic Australian Notes, the eighth calendar day prior to the Maturity Date; or
(b) in the case of New Zealand Domestic Notes, the tenth calendar day prior to the Maturity Date.

10 Transfers of Canadian Domestic Notes

10.1 Transfers of interests in Canadian Domestic Notes

A Canadian Domestic Note may, upon the terms and subject to the conditions set forth in the Canadian Registry Services Agreement, be transferred in whole or in part in the Specified Denominations set out in the applicable Pricing Supplement. In order to effect any such transfer:

(a) the holder or holders must:
(i) surrender the Canadian Domestic Note for registration of the transfer of that Canadian Domestic Note (or the relevant part of that Canadian Domestic Note) at the specified office of the Canadian Registrar, with the form of transfer thereon duly completed and executed by the holder or holders thereof or his or their attorney or attorneys duly authorised in writing; and
(ii) complete and deposit such other certifications as may be required by the Canadian Registrar; and
(b) the Canadian Registrar must, after due and careful enquiry, be satisfied with the documents of title and the identity of the person making the request.

Any such transfer will be subject to such reasonable regulations as the Issuer and the Canadian Registrar may from time to time prescribe. Subject as provided above, the Canadian Registrar will, within three Business Days (being for the purpose of this Condition 10 a day on which banks are open for business in the place of the specified office of the Canadian Registrar) of receipt of the form of transfer (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations) authenticate and deliver, or procure the authentication and delivery of, at its specified office to the transferee or (at the risk of the transferee) send by uninsured mail to such address as the transferee may request, a new Canadian Domestic Note of a like aggregate nominal amount to the Canadian Domestic Note (or the relevant part of the Canadian Domestic Note) transferred. In the case of the transfer of part only of a Canadian Domestic Note, a new Canadian Domestic Note in respect of

the balance of the Canadian Domestic Note not transferred will be so authenticated and delivered or (at the risk of the transferor) sent to the transferor.

10.2 Costs of registration

Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer of Canadian Domestic Notes as provided above, except for any costs or expenses of delivery other than by regular uninsured mail and except that the Issuer may require the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration.

10.3 Closed Periods

Neither the Issuer nor the Canadian Registrar is required:

(a) in the event of a partial redemption of Canadian Domestic Notes under Condition 16 (“General provisions applicable to interest”):
(i) to register the transfer of Canadian Domestic Notes (or parts of Canadian Domestic Notes) during the period beginning on the 15th day before the date of the partial redemption and ending on the day on which notice is given specifying the serial numbers of Canadian Domestic Notes called (in whole or in part) for redemption (both inclusive); or
(ii) to register the transfer of any Canadian Domestic Note, or part of a Canadian Domestic Note, called for redemption; or
(b) to register the transfer of Canadian Domestic Notes (or parts of Canadian Domestic Notes):
(i) during the period of 10 Business Days immediately prior to any Record Date in respect of that Note; or
(ii) during the period commencing on the Record Date in respect of the final Interest Payment Date in respect of that Note and ending on such Interest Payment Date.

Part 4 Interest

11 General

Notes may be either interest-bearing or non interest-bearing, as specified in the relevant Pricing Supplement. Interest bearing Notes may bear interest at either a fixed rate or a floating rate. In relation to any Tranche of Notes, the relevant Pricing Supplement may specify actual amounts of interest payable rather than, or in addition to, a rate or rates at which interest accrues.

12 Fixed Rate Notes

12.1 Application

This Condition 12 (“Fixed Rate Notes”) applies to the Notes only if the relevant Pricing Supplement states that it applies.

12.2 Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest on its outstanding principal amount (or, if it is a Partly Paid Note, as specified in Condition 15.2 (“Interest Rate”)) from (and including) the Interest Commencement Date at the Interest Rate. Interest is payable in arrears on each Interest Payment Date, subject as provided in Condition 18.4 (“Payments on business days”).

12.3 Fixed Coupon Amount

If a Fixed Coupon Amount is specified in the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date in respect of the Interest Period ending on that date will amount to the Fixed Coupon Amount and, if the Notes are in more than one Specified Denomination, will amount to the Fixed Coupon Amount for the relevant Specified Denomination.

12.4 Broken Amount

Payments of interest on any Interest Payment Date will, if so specified in the applicable Pricing Supplement, amount to the Broken Amount so specified.

12.5 No Fixed Coupon Amount or Broken Amount

Except in the case of Notes where a Fixed Coupon Amount or Broken Amount is specified in the applicable Pricing Supplement, interest will be calculated in respect of any period by applying the Interest Rate to the Calculation Amount and multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention.

Where the Specified Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount the amount of interest payable in respect of such Fixed Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.

13 Floating Rate Note and Variable Interest Notes

13.1 Application

This Condition 13 (“Floating Rate Note and Variable Interest Notes”) applies to the Notes only if the relevant Pricing Supplement states that it applies.

13.2 Interest on Floating Rate Notes and Variable Interest Notes

Each Floating Rate Note and Variable Interest Note bears interest on its outstanding principal amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest Commencement Date at the Interest Rate. Interest is payable in arrear:

(a) on each Interest Payment Date; or
(b) if no Interest Payment Date is specified in the relevant Pricing Supplement, each date which falls the number of months or other period specified as the Specified Period in the applicable Pricing Supplement after the preceding Interest Payment Date, or, in the case of the first Interest Payment Date, after the Interest Commencement Date, subject, in each case, as provided in Condition 18.4 (“Payments on business days”).

13.3 Interest Rate

The Interest Rate payable in respect of a Floating Rate Note and Variable Interest Notes must be determined in the manner specified in the applicable Pricing Supplement.

13.4 ISDA Determination

If ISDA Determination is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, the Interest Rate applicable to the Notes for each Interest Period will be the sum of the Margin and the relevant ISDA Rate. For the purposes of this condition, "ISDA Rate" for an Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

(a) the Floating Rate Option is as specified in the relevant Pricing Supplement;
(b) the Designated Maturity is a period specified in the relevant Pricing Supplement; and
(c) the relevant Reset Date is either:
(i) if the relevant Floating Rate Option is for a currency other than Sterling, the second Business Day before the first day of that Interest Period; or
(ii) in any other case, as specified in the relevant Pricing Supplement.

For the purposes of this definition, “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions.

13.5 Screen Rate Determination

If Screen Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Interest Rate is to be determined, the Interest Rate applicable to the Notes for each Interest Period will be the quotation or bid rate offered for the Reference Rate appearing on the Relevant Screen Page at the Relevant Time. However:

(a) if there is more than one offered quotation or bid rate displayed on the Relevant Screen Page at the Relevant Time on the Interest Determination Date, the Screen Rate is the rate calculated by the Calculation Agent as the arithmetic mean of the offered quotations or bid rates. If there are more than five offered quotations or bid rates, the Calculation Agent must exclude the highest and lowest quotations or bid rates (or, in the case of equality, one of the highest and one of the lowest quotations or bid rates) from its calculation; or
(b) if an offered quotation or bid rate is not displayed by the Relevant Time on the Interest Determination Date or if it is displayed but there is an obvious error in that rate, Screen Rate means:
(i) the rate the Calculation Agent calculates as the arithmetic mean of the Reference Rates that each Reference Bank quoted to the leading banks in the Relevant Financial Centre at the Relevant Time on the Interest Determination Date; or
(ii) where the Calculation Agent is unable to calculate a rate under sub-paragraph (b)(i) because it is unable to obtain the necessary number of quotes, the rate the Calculation Agent calculates is the arithmetic mean of the rates (being the nearest equivalent to the Reference Rate) in respect of an amount that is representative for a single transaction in that market at that time quoted by two or more institutions chosen by the Calculation Agent in the Relevant Financial Centre at the Relevant Time on the date on which those banks would customarily quote those rates for a period commencing on the first day of the Interest Period to which the relevant Interest Determination Date relates for a period equivalent to the relevant Interest Period to leading banks carrying on business in the Relevant Financial Centre in good faith at approximately the Relevant Time on that day and in an amount that is representative for a single transaction in the market at that time; or
(c) if the relevant Pricing Supplement specifies an alternate method for the determination of the Screen Rate Determination, then that alternate method will apply.

13.6 Index Linked Interest Notes

If the Index Linked Interest Note provisions are specified in the relevant Pricing Supplement as being applicable, the Interest Rate(s) applicable to the Notes for each Interest Period will be determined in the manner specified in the relevant Pricing Supplement.

13.7 Maximum or Minimum Interest Rate

If the relevant Pricing Supplement specifies a Maximum Interest Rate or Minimum Interest Rate for any Interest Period, then the Interest Rate for that Interest Period must not be greater than the Maximum Interest Rate, or be less than the Minimum Interest Rate, so specified.

13.8 Calculation of Interest Rate and interest payable

The Calculation Agent must, as soon as practicable on or after determining the Interest Rate in relation to each Interest Period, calculate the amount of interest payable for the relevant Interest Period in respect of the outstanding principal amount of each Floating Rate Note and Variable Interest Note.

The Calculation Agent will calculate the amount of interest payable on the Floating Rate Notes and Variable Interest Notes for the relevant Interest Period by applying the Interest Rate to the Calculation Amount and multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or a Variable Interest Note in definitive form comprises more than one Calculation Amount, the Interest Amount payable in respect of such Note shall be the aggregate of

the amounts (determined in the manner provided above) for each Calculation Amount comprising the Specified Denomination without any further rounding.

13.9 Calculation of other amounts

If the relevant Pricing Supplement specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent must, as soon as practicable after the time or times at which any such amount is to be determined, calculate the relevant amount. The relevant amount must be calculated by the Calculation Agent in the manner specified in the relevant Pricing Supplement.

13.10 Notification of Interest Rate, interest payable and other items

The Calculation Agent must notify the Issuer, the relevant Registrar, the relevant Agent and the relevant Noteholders and any stock exchange or other relevant authority on which the relevant Floating Rate Notes or Variable Interest Notes are listed as soon as possible of:

(a) each Interest Rate, the amount of interest payable and each other amount, item or date calculated or determined by it together with the relevant Interest Payment Date; and
(b) any amendment to any amount, item or date referred to in paragraph (a) arising from any extension or reduction in any relevant Interest Period or calculation period.

The Calculation Agent must give notice under this Condition 13.10 as soon as practicable after such determination but (in the case of each Interest Rate, the amount of interest payable and Interest Payment Date) in any event not later than the fourth day of the relevant Interest Period. Notice must also be given promptly to Noteholders.

The Calculation Agent may amend any amount, item or date (or make appropriate alternative arrangements by way of adjustment) as a result of the extension or reduction of the Interest Period without prior notice but must notify each stock exchange or other relevant authority on which the relevant Floating Rate Notes or Variable Interest Notes are listed and the Noteholders after doing so.

13.11 Determination final

The determination by the Calculation Agent of all amounts, rates and dates falling to be determined by it under these Conditions (including the Interest Rate for any Interest Period and the amount of interest payable for any Interest Period in respect of any Note) is, in the absence of manifest error, final and binding on the Issuer, each Noteholder, the relevant Registrar, the relevant Agent and the Calculation Agent.

14 Dual Currency Notes

14.1 Application

This Condition 14 (“Dual Currency Notes”) applies to the Notes only if the relevant Final Terms states that it applies.

14.2 Interest Rate

If the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable must be determined in the manner specified in the applicable Final Terms.

15 Partly Paid Notes

15.1 Application

This Condition 15 (“Partly Paid Notes”) applies to the Notes only if the relevant Pricing Supplement states that it applies.

15.2 Interest Rate

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest accrues on the paid up principal amount of those Notes as specified in the applicable Pricing Supplement.

16 General provisions applicable to interest

16.1 Late payment of Notes (other than Zero Coupon Notes)

Interest ceases to accrue as from the due date for redemption of a Note (other than a Zero Coupon Note) unless upon due presentation (in the case of a Bearer Note) or demand (in the case of a Canadian Domestic Note, an Australian Domestic Note or a New Zealand Domestic Note) payment of the Redemption Amount is not made, in which case interest continues to accrue on it (both before and after any demand or judgment) at the rate then applicable to the outstanding principal amount of the Note or any other default rate specified in the relevant Pricing Supplement until the date whichever is the earlier of:
(a) the date on which the relevant payment is made to the relevant Noteholder; or
(b) the seventh day after the date on which the relevant Paying Agent or Registrar has notified the Noteholders that it has received all sums due in respect of the Notes up to such day (except to the extent that there is any subsequent default in payment).

16.2 Late payment of Zero Coupon Notes

If the Redemption Amount payable in respect of any Zero Coupon Note is not paid when due, the Redemption Amount is an amount equal to the sum of:
(a) the Reference Price; and
(b) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) whichever is the earlier of:
(i) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder; and
(ii) the day on which the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) or Registrar has notified the Noteholders that it has received all sums due in respect of the Notes up to such day (except to the extent that there is any subsequent default in payment).

16.3 Rounding

For the purposes of any calculations required under these Conditions (unless otherwise specified in these Conditions or the relevant Pricing Supplement):

(a) all percentages resulting from the calculations must be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 percent being rounded up to 0.00001 percent);
(b) all amounts denominated in any currency used in or resulting from such calculations will be rounded to the nearest two decimal places in such currency, with 0.005 being rounded upwards (save in the case of Japanese Yen which will be rounded down to the nearest Yen);
(c) all figures must be rounded to five significant figures (with halves being rounded up); and
(d) all amounts that are due and payable must be rounded to the nearest sub-unit (with halves being rounded up).

Part 5 Redemption and purchase

17 Redemption

17.1 Scheduled redemption

Each Note is redeemable by the Issuer on the Maturity Date at its Final Redemption Amount unless:

(a) the Note has been previously redeemed; or
(b) the Note has been purchased and cancelled; or

17.2 Early redemption for taxation reasons

The Issuer may redeem the Notes in a Series in whole (but not in part) before their Maturity Date at their Early Redemption Amount (Tax) if the Issuer is required under Condition 24.2 (“Withholding tax”) to increase the amount of a payment in respect of a Note.

However, the Issuer may only do so:

(a) if the Issuer has given at least 30 days’ (and no more than 60 days’) notice to the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) or the Registrar, as the case may be, and the Noteholders (which notice is irrevocable); and
(b) if, before the Issuer gives the notice under paragraph (a), the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) or the Registrar, as the case may be, has received:
(i) a certificate signed by two authorised officers of the Issuer; and
(ii) an opinion of independent legal advisers of recognised standing in the jurisdiction of incorporation of the Issuer,

that the Issuer would be required under Condition 24.2 (“Withholding tax”) to increase the amount of the next payment due in respect of the Notes of that Series; and

(c) if the Notes are Fixed Rate Notes, no notice of redemption may be given 90 days prior to the earliest date on which the Issuer would be obliged to pay the additional amounts of a payment in respect of the Notes then due; and
(d) if the Notes to be redeemed are Floating Rate Notes or Variable Interest Notes:
(i) the proposed redemption date is an Interest Payment Date; and
(ii) no notice of redemption may be given more than 60 days prior to the Interest Payment Date occurring immediately before the earliest date on which the Issuer would be obliged to pay the additional amounts of a payment in respect of the Notes were then due.

17.3 Early redemption at the option of the Issuer (Issuer call)

If the Pricing Supplement states that the Issuer may redeem all or some of the Notes before their Maturity Date under this Condition 17.3, the Issuer may redeem so many of the Notes specified in the Pricing Supplement at their Early Redemption Amount (Call).

However, the Issuer may only do so if:

(a) the Issuer has given at least 30 days’ (and no more than 60 days’) (or any other period specified in the relevant Pricing Supplement) notice to the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) or the Registrar, as the case may be, and the Noteholders; and
(b) the proposed redemption date is an Early Redemption Date (Call).

Any such redemption must be of a nominal amount equal to the Minimum Redemption Amount or Maximum Redemption Amount, both as indicated in the applicable Pricing Supplement. If only some of the Notes in the Series are to be redeemed, the Notes to be redeemed (“ Redeemed Notes ”) will be selected no later than 30 days before the date fixed for redemption (“ Selection Date ”):

(i) in the case of Redeemed Notes represented by Definitive Bearer Notes or Canadian Domestic Notes in definitive form, individually by lot in such European or Canadian city respectively as the Euro Fiscal Agent or Registrar specifies or identified in such other manner or in such other place as the Euro Fiscal Agent or Registrar may approve and deem to be appropriate and fair;

(ii) in the case of Redeemed Notes represented by a Global Note, in accordance with the rules of the relevant Clearing System; and
(iii) in the case of Australian Domestic Notes and New Zealand Domestic Notes, in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices and the need to ensure that the prepaid amount of any redeemed Notes must be an integral multiple of the Specified Denomination,

subject always to compliance with applicable laws and the requirements of any relevant listing authority, stock exchange and/or quotation system.

In the case of Redeemed Notes represented by Definitive Bearer Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 32.1(a) (“Form”) not less than 15 days (or such shorter period as is specified in the applicable Pricing Supplement) before the date fixed for redemption.

No exchange of the relevant Global Note is permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption under this Condition 17.3. The Issuer must notify the Noteholders of this restriction at least five days (or such shorter period as is specified in the relevant Pricing Supplement) before the Selection Date.

17.4 Early redemption at the option of Noteholders (investor put)

If the relevant Pricing Supplement states that the Noteholder may require the Issuer to redeem all or some of the Notes before their Maturity Date at their Early Redemption Amount (Put) under this Condition 17.4, the Issuer must do so if the following conditions are satisfied.

The conditions are:

(a) the Noteholder has given at least 45 days’ notice to the Issuer;
(b) if the Notes to be redeemed are Definitive Notes, they are to be redeemed in whole;
(c) if the Notes to be redeemed are Registered Notes, the amount of Notes to be redeemed is any multiple of their lowest Specified Denomination;
(d) the Noteholder has delivered, to the specified office of the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) or the Registrar, as the case may be, during normal business hours:
(i) if the Notes are in Definitive Form, the Notes to be redeemed; and
(ii) for all Notes, a completed and signed redemption notice (in the form obtainable from the specified office of the Principal Paying Agent, the CMU Lodging Agent, any Paying Agent or the Registrar); and
(e) the notice referred to in paragraph (d)(ii) specifies:
(i) a bank account to which the payment should be made or an address to where a cheque for payment should be sent; and
(ii) if the Notes to be redeemed are Registered Notes, the Early Redemption Amount (Put) at which those Notes are to be redeemed and, if the Registered Notes are Canadian Domestic Notes and less than the full nominal amount of Registered Notes so surrendered is to be redeemed, an address to which a new Registered Note in respect of the balance of the Registered Notes is to be sent subject to and in accordance with Condition 9 (“Transfers of Australian and New Zealand Domestic Notes”) or Condition 10 (“Transfer of Canadian Domestic Notes”) respectively.

A Noteholder may not exercise its option under this Condition 17.4 in respect of any Note which is the subject of an exercise by the Issuer of its option to redeem such Note under Condition 17.2 (“Early redemption for taxation reasons”) or Condition 17.3 (“Early redemption at the option of the Issuer (Issuer call)”).

17.5 Calculation of Early Redemption Amounts

Unless otherwise specified in the relevant Pricing Supplement, the Redemption Amount payable on redemption at any time before the Maturity Date of:

(a) a Note (other than a Zero Coupon Note and a Variable Redemption Note but including any Instalment Note or Partly-Paid Note) is an amount equal to the sum of the outstanding principal amount and interest (if any) accrued on it;
(b) a Zero Coupon Note is an amount equal to the sum of:
(i) the Reference Price; and
(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and payable; and
(c) a Variable Redemption Note is an amount determined by the Calculation Agent that would on the due date for redemption have the effect of preserving for the Noteholder the economic equivalent of the obligations of the Issuer to make payment of the Final Redemption Amount on the Maturity Date.

Where the calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year must be made on the basis of such Day Count Fraction as may be specified in the Pricing Supplement for the purposes of this Condition 17.5.

17.6 Instalments

Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates specified in the applicable Pricing Supplement. In the case of early redemption, the Early Redemption Amount will be determined under Condition 17.5 (“Calculation of Early Redemption Amounts”).

17.7 Partly Paid Notes

Partly Paid Notes will be redeemed at maturity in accordance with the provisions of the applicable Pricing Supplement. In the case of Early Redemption, the Early Redemption Amount will be determined under Condition 17.5 (“Calculation of Early Redemption Amounts”).

17.8 Effect of notice of redemption

Any notice of redemption given under this Condition 17 (“Redemption”) is irrevocable and obliges the Issuer to redeem the Notes at the time and in the manner specified in the notice.

17.9 Purchase

The Issuer or any of its Subsidiaries may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured Coupons are purchased with those Notes. If purchases are made by tender, tenders must be available to all Noteholders alike.

17.10 Cancellation

All Notes so redeemed or purchased by the Issuer or any of its Subsidiaries under Condition 17.9 (“Purchase”) (and any unmatured Coupons attached to or surrendered with them) will be cancelled forthwith and may not be reissued or resold.

Part 6 Payments

18 Payments

18.1 Method of payment

Except to the extent these Conditions provide otherwise:

(a) payments in a Specified Currency other than euro or Renminbi will be made by credit or transfer to an account in the relevant Specified Currency (which, in the case of a payment in Japanese Yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the Principal Financial Centre of the country of such Specified Currency;
(b) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; and
(c) payment in Renminbi shall be made to a Renminbi account maintained by or on behalf of the payee with a bank in Hong Kong in accordance with applicable laws, rules, regulations and guidelines issued from time to time (including all applicable laws and regulations with respect to settlement in Renminbi in Hong Kong).
18.2 Payments in U.S. dollars Notwithstanding any other Condition, if any amount of principal or interest in respect of Bearer Notes is payable in U.S. dollars, those U.S. dollar payments of principal or interest in respect of those Notes may be made at the Specified Office of a Paying Agent in the United States if: (a) the Issuer has appointed Paying Agents with Specified Offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such Specified Offices outside the United States of the full amount of principal and interest on the Bearer Notes in the manner provided above when due;
(b) payment of the full amount of that principal and interest at all those Specified Offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(c) the payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.

18.3 Payments subject to fiscal and other laws

Payments will be subject in all cases to all applicable fiscal or other laws, regulations and directives and the administrative practices and procedures of fiscal and other authorities in relation to tax, anti-money laundering and other requirements which may apply to payments of amounts due (whether principal, redemption amount, interest, premium or otherwise) in respect of Notes in the place of payment, but without prejudice to the provisions of Condition 24 (“Taxation”).

In particular, if any withholding or deduction is imposed or required under the Foreign Account Taxation Compliance Act (including any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code) (“ FATCA ”), the Issuer will not be required to pay any additional amount under Condition 24 on account of such withholding or deduction.

For the avoidance of doubt, the provisions of Condition 24 in relation to the payment of additional amounts (as specified in Condition 24) only apply in respect of withholdings or deductions of Taxes (as defined in Condition 24) required by law and imposed or levied by or on behalf of Australia or Victoria or any political subdivision thereof or any authority therein or thereof having power to tax.

18.4 Payments on business days

If the date for payment of any amount in respect of any Note is not a Payment Business Day, the Noteholder is not entitled to payment until the next following Payment Business Day in the relevant place and is not entitled to further interest or other payment in respect of such delay.

18.5 Payment of U.S Dollar Equivalent

Notwithstanding any other Condition, if by reason of Inconvertibility, Non-transferability or Illiquidity, the Issuer determines in good faith it is not able, or it would be impracticable for it, to satisfy payments in respect of the Notes in Renminbi in Hong Kong, the Issuer shall settle any such payment in U.S dollars on the due date for payment at the U.S Dollar Equivalent of any such Renminbi denominated amount and give notice thereof (including details thereof) as soon as practicable to the Noteholders in accordance with Condition 32.1.

In such event, payment of the U.S Dollar Equivalent of the relevant amounts of principal or interest in respect of the Notes shall be made in accordance with Condition 18.2

19 Payments in respect of Definitive Bearer Notes

19.1 Presentation of Definitive Bearer Notes, Receipts and Coupons

Payments of:

(a) principal in respect of a Definitive Bearer Note will be made only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Definitive Bearer Note;
(b) interest in respect of a Definitive Bearer Note will be made only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of a Coupon;
(c) instalments of principal in respect of a Definitive Bearer Note, other than the final instalment, will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt and the presentation of the Definitive Bearer Note to which it appertains; and
(d) the final instalment of principal in respect of a Definitive Bearer Note will be made only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Definitive Bearer Note.

Each Definitive Bearer Note, Receipt, and Coupon which is required to be presented under these Conditions must be presented at the Specified Office of any Paying Agent outside the United States.

19.2 Validity of Receipts

Receipts presented without the Definitive Bearer Note to which they appertain do not constitute valid obligations of the Issuer.

19.3 Unmatured Receipts

When a Definitive Bearer Note becomes due and repayable, all unmatured Receipts relating to it (whether or not attached) are void and no payment is required to be made in respect of them.

19.4 Fixed Rate Notes and unmatured Coupons

Fixed Rate Notes in definitive bearer form must be presented for payment together with all unmatured Coupons appertaining to them (including Coupons falling to be issued on exchange of matured Talons).

If any unmatured Coupons are not presented for payment in accordance with this Condition 19.4:

(a) the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of that missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment; and
(b) each amount of principal deducted under paragraph (a) will be paid against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date in respect of such principal (whether or not that Coupon would otherwise have become void under Condition 25 (“Time limit for claims”)) or, if later, five years from the date on which that Coupon would otherwise have become due.

19.5 Fixed Rate Notes and unmatured Talons

If a Fixed Rate Note in definitive bearer form becomes due and repayable before its Maturity Date, all unmatured Talons appertaining to it are void and no further Coupons will be issued in respect of them.

19.6 Other Definitive Bearer Notes and unmatured Coupons and Talons

When any Floating Rate Note or Variable Note in definitive bearer form becomes due and repayable, all unmatured Coupons and Talons relating to it (whether or not attached) are void and no payment or, as the case may be, exchange for further Coupons may be made in respect of them.

If the due date for redemption of any Definitive Bearer Note is not an Interest Payment Date, any interest accrued in respect of that Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date is payable only against presentation and surrender of the relevant Definitive Bearer Note.

20 Payments in respect of Global Notes

20.1 Presentation of Global Note

Other than a Global Note held through the CMU, payments of principal and any interest in respect of Notes represented by any Global Note will be made:

(a) against presentation or surrender, as the case may be, of that Global Note at the Specified Office of any Paying Agent outside the United States; or
(b) otherwise in the manner specified in the relevant Global Note.

20.2 Records of payments

A record of each payment made against presentation or surrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on that Global Note by the Paying Agent to which it was presented and that record is prima facie evidence that the payment in question has been made.

20.3 Holders of Global Notes entitled to payments

The holder of a Global Note is the only person entitled to receive payments in respect of Notes represented by that Global Note and:

(a) the Issuer is discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid; and
(b) each person shown in the records of Euroclear, Clearstream, Luxembourg or CMU as the beneficial holder of a particular principal amount of Notes represented by a Global Note must look solely to Euroclear, Clearstream, Luxembourg or CMU, as the case may be, for that person’s share of each payment so made by the Issuer, or to the order of, the holder of such Global Note.

20.4 Registered Notes

This Condition 20 does not apply to Global Notes that are Registered Notes. Payment in respect of Australian Domestic Notes and New Zealand Domestic Notes are covered in Condition 21 and Canadian Domestic Notes in Condition 22.

21 Payments in respect of Australian Domestic Notes and New Zealand Domestic Notes

21.1 Defined terms

In this Condition 21:

(a) “ Note ” means an Australian Domestic Note or a New Zealand Domestic Note, as the case may be;

(b) “ Registrar ” means the Australian Registrar or the New Zealand Registrar, as the case may be; and
(c) “ Registry Services Agreement ” means the Australian Registry Services Agreement or the New Zealand Registry Services Agreement, as the case may be.

21.2 Registrar is principal paying agent

The Registrar will act as principal paying agent for Notes under the Registry Services Agreement.

21.3 Method of payment - Notes in a Clearing System

If Notes are held in the Austraclear System or the NZClear System, payments of:

(a) interest will be made to the person registered at the close of business on the relevant Record Date as the holder of such Note;
(b) principal in respect of Australian Domestic Notes will be made to the persons registered at 10.00am on the payment date as the holder of such Notes; and
(c) principal in respect of New Zealand Domestic Notes will be made to the persons registered at the opening of business on the payment date as the holder of such Notes,

in each case by crediting on the relevant payment date the amount then due to the account of the Noteholder in accordance with the Austraclear Regulations or the NZClear Regulations, as the case may be.

21.4 Method of payment - Notes not in a Clearing System

If Notes are not held in the Austraclear System or the NZClear System, payments of:

(a) interest will be made to the persons registered at the close of business on the relevant Record Date as the holders of such Notes; and
(b) principal will be made to the persons registered at 10.00am on the payment date as the holder of such Notes,
in each case subject in all cases to normal banking practice and all applicable laws and regulations. Payment will be made:
(c) by cheques despatched by post on the relevant payment date at the risk of the Noteholder; or
(d) at the option of the Noteholder by the Registrar giving irrevocable instructions for the effecting of a transfer of the relevant funds to an account in Australia or New Zealand, as the case may be, specified by the Noteholder to the Registrar; or
(e) in any other manner in which the Registrar and the Noteholder agree.

In the case of payments made by electronic transfer, payments will for all purposes be taken to be made when the Registrar gives irrevocable instructions for the making of the relevant payment by electronic transfer, being instructions which would be reasonably expected to result, in the ordinary course of banking business, in the funds transferred reaching the account of the Noteholder on the same day as the day on which the instructions are given.

If a cheque posted or an electronic transfer for which irrevocable instructions have been given by the Registrar is shown, to the satisfaction of the Registrar, not to have reached the Noteholder and the Registrar is able to recover the relevant funds, the Registrar may make such other arrangements as it thinks fit for the effecting of the payment.

22 Payments in respect of Canadian Domestic Notes

22.1 Defined terms

In this Condition 22:

(a) “ Designated Account ” means the account maintained by a holder with a Designated Bank and identified as such in the Register;
(b) “ Designated Bank ” means a bank in the principal financial centre of the country of the Specified Currency;
(c) “ Note ” means a Canadian Domestic Note;
(d) “ Paying Agent ” means a Canadian paying agent appointed in respect of the Notes;
(e) “ Register ” means the Canadian Register; and
(f) “ Registrar ” means the Canadian Registrar.

22.2 Payment of Principal

Payments of principal (other than instalments of principal prior to the final instalment) in respect of each Note in definitive registered form will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of that the applicable Note at the specified office of the Registrar or any of the Paying Agents. All such payments of principal will be made by transfer to the Designated Account (as defined above) of the holder (or the first named of joint holders) of that Note appearing in the Register at the close of business on the Record Date.

Notwithstanding the previous paragraph, if:

(a) a Noteholder does not have a Designated Account; or
(b) the nominal amount of the Notes held by a holder is less than C$250,000 (or its approximate equivalent in any other Specified Currency),

payment will instead be made by a cheque in the Specified Currency drawn on a Designated Bank (as defined below).

22.3 Payment of Interest and Instalments

(a) Payments of interest and payments of instalments of principal (other than the final instalment) in respect of a Global Note will be made by transfer to the Designated Account of the holder of that Note appearing in the Register at the close of business on the Record Date and each Note in definitive registered form will be made by a cheque in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail on the Business Day in the city where the specified office of the Registrar is located immediately preceding the relevant due date to the holder (or the first named of joint holders) of the Note appearing in the Register at the close of business on the Record Date at his address shown in the Register on the Record Date and at his risk. Upon application of the holder to the specified office of the Registrar not less than three Business Days in the city where the specified office of the Registrar is located before the due date for any payment of interest in respect of a Note, the payment shall be made by transfer to the Designated Account on the due date in the manner provided in Condition 22.2 (“Payment of Principal”) and all future payments of interest (other than interest due on redemption) and instalments of principal (other than the final instalment) in respect of the Notes which become payable to the holder who has made the initial application shall be made in the same manner until such time as the Registrar is notified in writing to the contrary by such holder. Payment of the interest due in respect of each such Note on redemption and the final instalment of principal will be made in the same manner as payment of the principal in respect of such Note as provided in Condition 22.2.
(b) Noteholders are not entitled to any interest or other payment for any delay in receiving any amount due in respect of any such Note as a result of a cheque posted in accordance with this Condition 22 arriving after the due date for payment or being lost in the post. No commissions or expenses shall be charged to such holders by the Registrar in respect of any payments of principal or interest in respect of such Notes.

23 Payments of amount in respect of Notes held through the CMU

In respect of a Global Note held through the CMU, any payments of principal, interest (if any) or any other amounts shall be made to the person(s) for whose account(s) interests in the relevant Global Note are credited (as set out in a CMU Instrument Position Report or any other relevant notification supplied

to the CMU Lodging Agent by the CMU as at the business day before the date for payment) and, save in the case of final payment, no presentation of the relevant Global Note shall be required for such purpose.

24 Taxation 24.1 No set-off, counterclaim or deductions All payments in respect of the Notes must be made in full without set-off or counterclaim, and without any withholding or deduction in respect of Taxes, unless required by law. 24.2 Withholding tax If a law requires the Issuer to withhold or deduct an amount in respect of Taxes from a payment in respect of the Notes such that the Noteholder would not actually receive on the due date the full amount provided for under the Notes, then:

(a) the Issuer agrees to withhold or deduct the amount for the Taxes (and any further withholding or deduction applicable to any further payment due under paragraph (b) below) and to pay an amount equal to the amount deducted to the relevant authority in accordance with applicable law; and (b) subject to Condition 24.3 (“Withholding tax exemptions”), if the amount deducted or withheld is in respect of Taxes imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision of it, an additional amount is payable so that, after making the deduction and further withholding or deductions applicable to additional amounts payable under this paragraph (b), the Noteholder is entitled to receive (at the time the payment is due) the amount it would have received if no withholding or deductions had been required. For the avoidance of doubt, as specified in Condition 18.3 (“Payments subject to fiscal and other laws”) the provisions of paragraph (b) above only apply in respect of withholdings or deductions of Taxes required by law and imposed or levied by or on behalf of Australia or Victoria or any political subdivision thereof or any authority therein or thereof having power to tax. In particular, if any withholding or deduction is required under FATCA (as defined in Condition 18.3), the Issuer will not be required to pay any additional amount under paragraph (b) above on account of such withholding or deduction.

24.3 Withholding tax exemptions

Condition 24.2(b) (“Withholding tax”) will not apply in relation to any payments in respect of any Note:

(a) to a Noteholder (or a third party on its behalf) who is liable to such Taxes in respect of that Note by reason of its deriving payment in respect of it carrying on business at or through a permanent establishment of the Noteholder in the Commonwealth of Australia or its territories; or
(b) more than 30 days after the Relevant Date except to the extent that a Noteholder would have been entitled to additional amounts under Condition 24.2(b) (“Withholding tax”) on presenting the same, or making demand, for payment on the last day of the period of 30 days; or
(c) on account of Taxes which are payable by reason of the Noteholder being an associate of the Issuer for the purposes of section 128F of the Tax Act; or
(d) on account of Taxes which are payable to, or to a third party on behalf of, a Noteholder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to the Issuer or its agent or any tax authority where (in the case of Bearer Notes) the relevant Note is presented for payment or (in the case of Registered Notes) where the demand for payment is made; or
(e) where such withholding or deduction is imposed on a payment and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(f) which is presented for payment by or on behalf of a Noteholder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union.

24.4 New Zealand resident withholding tax exemptions

Each holder of a New Zealand Domestic Note who holds a certificate of exemption from New Zealand resident withholding tax for the purpose of the Income Tax Act 2007 (N.Z.) must provide to the Issuer or the New Zealand Registrar either the original or a certified copy of that certificate, unless the holder is a registered bank under the Reserve Bank of New Zealand Act 1989.

The Issuer and the New Zealand Registrar may treat the holder of a New Zealand Domestic Note as not holding a certificate of exemption if:

(a) the holder fails to comply with the above; or
(b) the Issuer is otherwise not satisfied that the holder holds such a certificate.

The Issuer may require the holder of a New Zealand Domestic Note who claims any exemption from New Zealand non-resident withholding tax to provide such evidence as the Issuer may require to satisfy itself that the holder of a New Zealand Domestic Note has a right to any such exemption.

25 Time limit for claims

25.1 Time limit

A claim against the Issuer for a payment under a Note (whether in bearer or registered form), Receipt or Coupon (which in this Condition 25.1, does not include a Talon) is void unless presented for payment within 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date.

25.2 Discharge of Issuer

The Issuer is discharged from its obligation to make a payment in respect of a Registered Note to the extent that:

(a) the relevant Registered Note certificate (if any) has not been surrendered to the Registrar within; or
(b) a cheque which has been duly despatched in the Specified Currency remains uncashed at the end of the period of:

10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date.

25.3 Void payments

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void under these Conditions.

Part 7 Default

26 Events of Default

26.1 Event of Default

An Event of Default occurs in relation to a Series of Notes if:

(a) ( payment default ) the Issuer does not pay any amount in respect of the Notes of the relevant Series or any of them within five Business Days of the due date for payment; or
(b) ( other default ) the Issuer does not comply with its other obligations under or in respect of the Notes of the relevant Series and, if the non-compliance can be remedied, does not remedy the non-compliance within 30 days after written notice requiring such default to be remedied has been delivered to the Issuer by a Noteholder; or

(c) ( cross default ) any indebtedness in excess of A$50,000,000 (or its equivalent in any other currency) of the Issuer in respect of money borrowed or raised is not paid within 10 Business Days of:
(i) its due date; or
(ii) the end of any applicable period of grace,

whichever is the later; or

(d) ( insolvency ) an Insolvency Event occurs in respect of the Issuer; or
(e) ( administration ) a controller (as defined in the Corporations Act) is appointed in respect of a substantial part of the property of the Issuer; or
(f) ( obligations unenforceable ) any of the Notes, the Deed of Covenant, the Australian Note Deed Poll or the New Zealand Note Deed Poll is or becomes wholly or partly void, voidable or unenforceable.

26.2 Associated definition

In Condition 26.1 (“Event of Default”):

“ Insolvency Event ” means the happening of any of these events:

(a) except to reconstruct or amalgamate while solvent, the Issuer enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or proposes a reorganisation, moratorium or other administration involving any of them; or
(b) the Issuer resolves to wind itself up or otherwise dissolve itself, except to reconstruct or amalgamate while solvent or an order is made by an Australian court that the Issuer be wound up or the Issuer is otherwise wound up or dissolved; or
(c) the Issuer is or states that it is unable to pay its debts when they fall due; or
(d) execution or other process issued on a judgment, decree or order of an Australian court in favour of a creditor of the Issuer for a monetary amount in excess of A$50,000,000 (or its equivalent in any other currency) is returned wholly or partly unsatisfied.

26.3 Consequences of an Event of Default

If any Event of Default occurs and is subsisting in relation to the Notes of any Series or any of them, a Noteholder of that Series may by written notice addressed to the Issuer and delivered to the Issuer (with a copy to the relevant Agent) declare such Note to be immediately due and payable where upon it should become immediately due and payable at its Final Redemption Amount (together with all accrued interest (if any)) applicable to each Note held by the Noteholder to be due and payable immediately or on such other date specified in the notice.

Part 8 General

27 Agents

27.1 Role of Agents

In acting under the relevant Agency Agreement and in connection with the Notes, the Agents act solely as agents of the Issuer and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

27.2 Appointment and replacement of Agents

The initial Agents and their initial Specified Offices are listed below. The initial Calculation Agent (if any) is specified in the relevant Pricing Supplement. Subject to Condition 27.3 (“Required Agents”), the Issuer reserves the right at any time to vary or terminate the appointment of any Agent and to appoint a successor fiscal agent or Calculation Agent and additional or successor agents.

27.3 Required Agents

The Issuer shall:

(a) at all times maintain a Euro Fiscal Agent, CMU Lodging Agent, and (for so long as there are any Australian Domestic Notes Outstanding) an Australian Registrar and (for so long as there are any New Zealand Domestic Notes Outstanding) a New Zealand Registrar and (for so long as there are any Canadian Domestic Notes Outstanding) a Canadian Registrar;
(b) if a Calculation Agent is specified in the relevant Pricing Supplement, at all times maintain a Calculation Agent;
(c) if and for so long as the Notes:
(i) admitted to the Official List of Singapore Exchange Securities Trading Limited; and/or
(ii) admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system,

maintain a Paying Agent having its Specified Office in Singapore, and/or in such other place as may be required by such listing authority, stock exchange and/or quotation system; and

(d) maintain a Paying Agent in a member state of the European Union that will not be obligated to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with that Directive.

Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be given to the Noteholders.

28 Replacement of lost or damaged Notes and Coupons

If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of:

(a) the Euro Fiscal Agent, in the case of Bearer Notes;
(b) the Registrar, in the case of Registered Notes; and
(c) if the Notes are then listed on any listing authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Paying Agent having its Specified Office in the place required by such listing authority, stock exchange and/or quotation system),

subject to all applicable laws and listing authority, stock exchange and/or quotation system requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer and the relevant Agent may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

29 Meetings of Noteholders

29.1 Meetings provisions

The Meetings Provisions contain provisions (which have effect as if incorporated in these Conditions) for convening meetings of the Noteholders of any Series to consider any matter affecting their interest, including the modification of these Conditions and the Deed of Covenant insofar as the same may apply to such Notes.

Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and must be convened by the Issuer upon the request in writing of Noteholders holding not less than 10 percent of the aggregate principal amount of the outstanding Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing more than 50 percent of the aggregate principal amount of the

outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented. However, Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than 75 percent or, at any adjourned meeting, 25 percent of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting is binding on all the Noteholders, whether present or not.

In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

29.2 Resolutions binding

An Extraordinary Resolution passed at any meeting of the Noteholders of any Series is binding on all Noteholders of such Series, whether or not they are present at the meeting, and on all Couponholders relating to Notes of such Series.

30 Variation

30.1 Variation of Notes and Conditions

The Notes, these Conditions and any Program Document may be amended without the consent of the Noteholders or the Couponholders to correct a manifest error.

30.2 Variation of Program Documents

The parties to any Program Document may agree to modify any provision of it, but the Issuer is not permitted to make, and may not agree, to any such modification without the consent of the Noteholders unless:

(a) it is of a formal, minor or technical nature; or
(b) it is made to correct a manifest error; or
(c) it is, in the opinion of such parties, not materially prejudicial to the interests of the Noteholders.

30.3 Notice

Notice of any amendment or variation of the Notes, these Conditions or any Program Document shall promptly be given to the Noteholders.

31 Further issues

The Issuer may from time to time, without the consent of the Noteholders or the Couponholders, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes of any particular Series.

32 Notices to Noteholders

32.1 Form

A notice or other communication in connection with a Note to the Noteholder must be in writing and:

(a) (if permitted by the relevant listing authority, stock exchange and/or quotation system) in the case of Notes represented by a Temporary Global Note, a Permanent Global Note or a Canadian Domestic Note, it may be delivered to the relevant Clearing System(s) for communication by them to the persons shown in their respective records as having interests in those Notes; or

(b) if the Note is an Australian Domestic Note, it may be given in an advertisement published in The Australian Financial Review or any other newspaper or newspapers circulating in Australia generally; or
(c) if the Note is a New Zealand Domestic Note, it may be given in an advertisement published in each of the New Zealand Herald and The Dominion Post or any other newspaper or newspapers circulating in New Zealand generally; or
(d) if the Note is a Registered Note (including an Australian Domestic Note or a New Zealand Domestic Note) it may be given by being sent by prepaid post (airmail if appropriate) or left at the address of each Noteholder or any relevant Noteholder as shown in the relevant Register at the close of business on the day which is three Business Days prior to the dispatch of the relevant notice or communication; or
(e) if the Pricing Supplement for the Note specifies an additional or alternate newspaper then it may be given by publication in that newspaper.

So long as the Notes are represented by a Global Note and such Global Note is held on behalf of (i) Euroclear or Clearstream, Luxembourg or any other clearing system (except as provided in (ii) below), notices to the holders of Notes of that Series may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions or by delivery of the relevant notice to the holder of the Global Note, or (ii) the CMU, notices to the holders of Notes of that Series may be given by delivery of the relevant notice to the persons shown in a CMU Instrument Position Report issued by the CMU on the second business day preceding the date of despatch of such notice as holding interests in the relevant Global Note.

32.2 When effective

A notice given in accordance with Condition 32.1 (“Form”) will be taken to be duly given:

(a) in the case of publication in a newspaper, on the date of first such publication has been made in all the required newspapers; or
(b) in the case of delivery to Euroclear, Clearstream, Luxembourg, CDS, CMU or another Clearing System, on the fourth weekday after the date of such delivery; or
(c) in the case of Registered Notes:
(i) in the case of a letter, on the fifth day after posting; and
(ii) in the case of a facsimile, on receipt by the sender of a successful transmission report; and
(iii) in the case of publication in a newspaper, on the date of publication (or if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers).

32.3 Couponholders

Couponholders are taken for all purposes to have notice of the contents of any notice given to the Noteholders.

33 Substitution of Issuer

33.1 Substitution

The Issuer may, without the consent of Noteholders at any time substitute for itself any company, being a Related Body Corporate of the Issuer, as principal debtor (“ Substituted Debtor ”) in respect of all obligations arising from or in connection with the Notes or the Program Documents. The Issuer may only do this if:

(a) the Substituted Debtor assumes all obligations of the Issuer under the Notes and all other relevant documents in connection with the Notes;

(b) the Issuer and the Substituted Debtor have entered into such documents (“ Documents ”) as are necessary to give effect to the substitution and in which the Substituted Debtor has undertaken in favour of each Noteholder to be bound by these terms and conditions and the provisions of the Agency Agreement as the debtor in respect of the Notes in place of the Issuer (or of any previous Substituted Debtor under this Condition 33 (“Substitution of the Issuer”));
(c) the Substituted Debtor has entered into a deed of covenant in favour of the Noteholders then represented by a Global Note or Registered Global Note certificate, as the case may be, on terms no less favourable than the Deed of Covenant then in force in respect of the Notes;
(d) the Issuer or, as the case may be, the previous Substituted Debtor is not in default in respect of any amount payable under the Notes;
(e) the Issuer irrevocably and unconditionally guarantees in favour of each Noteholder the payment of all sums payable by the Substitute Debtor in respect of the Notes;
(f) immediately after such substitution of the Issuer, no Event of Default will occur;
(g) the Substituted Debtor has obtained all necessary authorisations and approvals for such substitution and for the performance by the Substituted Debtor of its obligations under the Documents from the authorities in the country where the Substituted Debtor is incorporated, and the Issuer can transfer to, and the Substituted Debtor will be able to pay to, the Paying Agent in the currency required under the Notes all amounts necessary for the fulfilment of the payment obligations on or in connection with the Notes without withholding or deduction for or on account of any taxes, charges or duties of whatsoever nature;
(h) the Substituted Debtor has agreed to indemnify each Noteholder against any Taxes imposed or arising on or in respect of any instrument effecting such substitution and, if the Substituted Debtor is resident for tax purposes in a territory (“ New Residence ”) other than that in which the Issuer prior to such substitution was resident for tax purposes (“ Former Residence ”), the Documents contain an undertaking and/or such other provisions as may be necessary to ensure that, following substitution, each Noteholder would have the benefit of an undertaking in terms corresponding to the provisions of Condition 24 (“Taxation”), with:
(i) the substitution of references to the Issuer with references to the Substituted Debtor (to the extent that this is not achieved by Condition 32.1(a), 32.1(b) and 32.1(c)); and
(ii) the substitution of references to the Former Residence with references to both the New Residence and the Former Residence,

provided, however, that this indemnity shall not apply to any deduction or withholding imposed or required pursuant to the FATCA provisions of the Code (as defined in Condition 18.3), and shall not require the payment of additional amounts on account of any such withholding or deduction;

(i) there have been delivered to each Agent opinions of lawyers of recognised standing in Australia and of lawyers of recognised standing in the country of incorporation of the Substituted Debtor in a form acceptable to the Agents to the effect that the matters referred to in paragraphs (a), (b), (c), (d), (e), (g) and (h) above have been satisfied and that the Notes are legal, valid and binding obligations of the Substituted Debtor;
(j) the Substituted Debtor has a credit rating from an internationally recognised rating agency at least equal to the higher of the credit rating of the Issuer immediately prior to the substitution or an investment grade credit rating, such rating agency having been informed of the proposed substitution;
(k) the Notes have been assigned a credit rating from an internationally recognised rating agency at least equal to the higher of the credit rating of the Notes immediately prior to the substitution or an investment grade credit rating, such rating agency having been informed of the proposed substitution; and
(l) each stock exchange on which the Notes are listed shall have confirmed that, following the proposed substitution of the Substituted Debtor, the Notes will continue to be listed on such stock exchange.

33.2 Notice

Notice of any such substitution shall be promptly given to the Noteholders in accordance with Condition 32 (“Notice to the Noteholders”).

33.3 Effective Date

A substitution under this Condition 33 takes effect on and from the date (“ Effective Date ”) specified under Condition 32.2, which must be a date not earlier than 30 days after the date on which the notice is given.

33.4 Effect of substitution

On and with effect from the Effective Date:

(a) the Substituted Debtor shall assume all of the obligations of the Issuer with respect to the Notes and all other relevant documents in connection with the Notes (whether accrued before or after the Effective Date); and
(b) any reference in the Conditions and under all relevant Program Documents to:
(i) the Issuer shall from then on be deemed to refer to the Substituted Debtor; and
(ii) the country in which the Issuer is domiciled as resident for taxation purposes shall from then on be deemed to refer to the country of domicile or residence for tax purposes of the Substituted Debtor; and

In Condition 26 (“Events of Default”) a further event of default is deemed to be included, such that an event of default shall exist in the case that the guarantee pursuant to Condition 33.1(e) above is or becomes invalid for any reason.

34 Governing law and jurisdiction

34.1 Governing law

The Bearer Notes and Canadian Domestic Notes and any non-contractual obligations arising out of or in connection with the Bearer Notes and the Canadian Domestic Notes are governed by English law. The Australian Domestic Notes are governed by and shall be construed in accordance with the law of the Australian Capital Territory. The New Zealand Domestic Notes are governed by and shall be construed in accordance with the law of New Zealand (each of these laws being the law of a “ Relevant Jurisdiction ”).

34.2 Jurisdiction

The Issuer agrees for the benefit of the Noteholders that the courts of the Relevant Jurisdiction have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with the Notes, including a dispute relating to the existence, validity or termination of the Notes or any non-contractual obligation arising out of or in connection with the Notes (respectively, “ Proceedings ” and “ Disputes ”) and, for such purposes, irrevocably submits to the jurisdiction of such courts.

34.3 Appropriate forum

The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of the Relevant Jurisdiction being nominated as the forum to hear and determine any Proceedings and to settle any Disputes, and agrees not to claim that any such court is not a convenient or appropriate forum.

34.4 Process agent - England

The Issuer agrees that the process by which any Proceedings in England are begun may be served on it by being delivered to Telstra Europe Limited at Telstra House, 21 Tabernacle Street, London EC2A 4DE or at any address of the Issuer in England at which process may be served on it in accordance with Part 37 of the Companies Act 2006. If such person is not or ceases to be effectively appointed to accept service of process on the Issuer's behalf, the Issuer agrees, on the written demand of any Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Euro Fiscal Agent, appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Noteholder shall be entitled to appoint such a Person by written notice addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Euro Fiscal Agent. Nothing in this paragraph affects the right of any Noteholder to serve process in any other manner permitted by law.

34.5 Process agent - New Zealand

The Issuer agrees that the process by which any Proceedings in New Zealand are begun may be served on it by being delivered to General Counsel, TelstraClear Limited, Smales Farm Office Park, corner Northcote and Taharato Road, Takapuna, Auckland or any other manner permitted by the laws of New Zealand.

34.6 Non-exclusivity

The submission to the jurisdiction of the courts of a Relevant Jurisdiction does not (and shall not be construed so as to) limit the right of any Noteholder to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.

35 Third party rights

No person has any rights to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom.

36 Interpretation

36.1 Definitions

In these Conditions, the following expressions have the following meanings:

Accrual Yield has the same meaning as in the relevant Pricing Supplement.

Additional Financia l Centre(s) means each city specified as such in the relevant Pricing Supplement.

Agency Agreement means:

(a) the Euro Fiscal Agency Agreement;
(b) the Australian Registry Services Agreement;
(c) the New Zealand Registry Services Agreement;
(d) the Canadian Registry Services Agreement; and
(e) such other agency agreement as the Issuer may enter into in relation to an issue of Notes under the Program.

Agent means the Euro Fiscal Agent, the CMU Lodging Agent, each Registrar, each Paying Agent, each Calculation Agent and includes any successor, substitute or additional agent appointed under an Agency Agreement from time to time.

Austraclear means Austraclear Limited (ABN 94 002 060 773).

Austraclear Regulations means the regulations known as the “Austraclear Regulations” (as amended or replaced from time to time) together with any instructions or directions established by Austraclear to govern the use of the Austraclear System.

Austraclear System means the system operated by Austraclear in Australia for holding securities and electronic recording and settling of transactions in those securities between members of that system.

Australian Domestic Note means a registered debt obligation of the Issuer constituted by, and owing under the Australian Note Deed Poll, the details of which are recorded in, and evidenced by, inscription in the Australian Register.

Australian Note Deed Poll means any Australian note deed poll so entitled made by the Issuer in favour of Noteholders in relation to the Program.

Australian Register means a register, including any branch register, of Noteholders of Australian Domestic Notes established and maintained by or on behalf of the Issuer.

Australian Registrar means in relation to Australian Domestic Notes, Austraclear Services Limited (ABN 28 003 284 419) or such other person appointed by the Issuer pursuant to the Australian Registry Services Agreement to maintain the relevant Register in relation to Australian Domestic Notes and perform such payment and other duties as specified in that agreement.

Australian Registry Services Agreement means the agreement titled “ASX Austraclear Registry and IPA Services Agreement” between the Issuer and the Australian Registrar dated 24 June 2009 in relation to the Australian Domestic Notes, or any replacement of it.

Broken Amount has the meaning given in the relevant Pricing Supplement.

Bearer Note means a Note which is in bearer form.

Business Day means:

(a) in relation to any matter not requiring payment of any sum, a day on which commercial banks and foreign exchange markets settle payments and are open for general business in London and any additional Business Centre specified in the applicable Pricing Supplement;
(b) in relation to a day requiring payment of any sum in euro, a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Financial Centre;
(c) in relation to a day requiring payment of any sum in Australian dollars, a day which banks are open for general banking business in Sydney and Melbourne and in each Additional Financial Centre (if any) (not being a Saturday, Sunday or public holiday in that place);
(d) in relation to a day requiring payment of any sum in New Zealand dollars, a day which banks are open for general banking business in Wellington and Auckland and in each Additional Financial Centre (if any) (not being a Saturday, Sunday or public holiday in that place);
(e) in relation to a day requiring payment or conversion of any sum in Renminbi, a day on which: (i) in the case of Notes lodged with the CMU, the CMU is operating; and (ii) commercial banks are generally open for business and settlement of Renminbi payments in Hong Kong and in each Additional Financial Centre (if any) (not being a Saturday, Sunday or public holiday in that place);
(f) in relation to a day requiring payment of any sum in Singapore dollars, a day which banks are open for general banking business in Singapore and in each Additional Financial Centre (if any) (not being a Saturday, Sunday or public holiday in that place); and
(g) in relation to a day requiring payment of any sum in any other currency, a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the Principal Financial Centre of the relevant currency and in each (if any) Additional Financial Centre.

Business Centre(s) means each city specified as such in the relevant Pricing Supplement.

Business Day Convention means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day and the following Business Day Conventions, where specified in the Pricing Supplement, in relation to any date applicable to any Note, have the following meanings:

(a) Following Business Day Convention means that the date is postponed to the first following day that is a Business Day;
(b) Modified Following Business Day Convention or Modified Business Day Convention means that the date is postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date is the first preceding day that is a Business Day;
(c) Preceding Business Day Convention means that the date is brought forward to the first preceding day that is a Business Day;
(d) FRN Convention, Floating Rate Convention or Eurodollar Convention means that the date which numerically corresponds to the preceding date in the calendar month which is the number of months specified in the relevant Pricing Supplement as the Specified Period after the calendar month in which the preceding date occurred, provided however:
(i) if there is no such numerically corresponding day in the calendar month in which that date should occur, then that date is the last day which is a Business Day in that calendar month;
(ii) if any such date would otherwise fall on a day which is not a Business Day, the date is postponed to the next following day which is a Business Day unless that day falls in the next calendar month, in which case the date is brought forward to the first preceding day which is a Business Day; and
(iii) if the preceding date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred; and
(e) No Adjustment means that the relevant date shall not be adjusted in accordance with any Business Day Convention.

If no convention is specified in the Pricing Supplement, the Following Business Day Convention applies. Different conventions may be specified in relation to, or apply to, different dates.

Calculation Agent means the Euro Fiscal Agent, the CMU Lodging Agent or any other person specified in the relevant Pricing Supplement as the party responsible for calculating the Interest Rate and the amount of interest payable in respect of that Note for that Interest Period or such other amount(s) as may be specified in the relevant Pricing Supplement.

Calculation Amount has the meaning given in the relevant Pricing Supplement.

Canadian Domestic Note means a registered debt obligation of the Issuer, issued in global form or, in certain limited circumstances in definitive form, in or substantially in the form set out in the Canadian Registry Services Agreement, the details of which are recorded in, and evidenced by inscription, in the Canadian Register and which settles and clears in CDS and, if so indicated in the relevant Pricing Supplement, may clear in Euroclear and Clearstream Luxembourg.

Canadian Register means a register, including any branch register, of Noteholders of Canadian Domestic Notes established and maintained by or on behalf of the Issuer.

Canadian Registrar means in relation to Canadian Domestic Notes, such person appointed by the Issuer pursuant to a Canadian Registry Services Agreement to maintain the Canadian Register in relation to Canadian Domestic Notes and perform such payment and other duties as specified in that agreement.

Canadian Registry Services Agreement means any agreement between the Issuer and the Canadian Registrar in relation to the Canadian Domestic Notes.

CDS means CDS Clearing and Depository Services Inc.

Clearing System means Euroclear, Clearstream, Luxembourg, the Austraclear System, the NZClear System, CDS, CMU and any other clearing system designated as such in a relevant Pricing Supplement.

Clearstream, Luxembourg means Clearstream Banking, société anonyme .

CMU Instrument Position Report has the meaning given to such term in the CMU Rules.

CMU Lodging Agent means Deutsche Bank AG, Hong Kong Branch.

CMU Manual means the reference manual relating to the operation of the CMU issued by the HKMA to CMU Members, as amended from time to time.

CMU Member means any member of the CMU.

CMU Rules means all requirements of the CMU for the time being applicable to a CMU Member and includes (i) all the obligations for the time being applicable to a CMU Member under or by virtue of its membership agreement with the CMU and the CMU Manual, (ii) all the operating procedures as set out in the CMU Manual for the time being in force in so far as such procedures are applicable to a CMU Member, and (iii) any directions for the time being in force and applicable to a CMU Member given by the HKMA through any operational circulars or pursuant to any provision of its membership agreement with the HKMA or the CMU Manual.

CMU means the Central Moneymarkets Unit Service operated by the HKMA.

Common Depositary means, in relation to a Series of Notes, the common depositary for Euroclear and Clearstream, Luxembourg.

Condition means the correspondingly numbered condition in these terms and conditions and Conditions means these terms and conditions.

Corporations Act means the Corporations Act 2001 of Australia.

Coupon means a bearer interest coupon appertaining to a Definitive Bearer Note (other than a Zero Coupon Note) in or substantially in the form set out in the Euro Fiscal Agency Agreement, or in such other form as may be agreed between the Issuer and the Euro Fiscal Agent or CMU Lodging Agent (as applicable).

Couponholders means, in respect of a Series, the holders of the Coupons and includes, where applicable, the Talonholders.

Day Count Fraction means, in respect of the calculation of an amount for any period of time (" Calculation Period "), the day count fraction specified in these Conditions or the relevant Pricing Supplement and:

(a) if "Actual/Actual (ICMA)" is so specified:

(i)	if the	Calculation Period is equal to or shorter than the Determination
	Period	during which it falls, the number of days in such Calculation Period
	divided by the product of (A) the number of days in such Determination
	Period	and (B) the number of Determination Periods normally ending in any
	year; and
(ii)	if the Calculation Period is longer than one Determination Period, the sum
	of:
	(A)	the number of days in such Calculation Period falling in the
		Determination Period in which it begins divided by the product of
		(1) the number of days in such Determination Period and (2) the
		number of Determination Periods normally ending in any year; and
	(B)	the number of days in such Calculation Period falling in the next
		Determination Period divided by the product of (1) the number of
		days in such Determination Period and (2) the number of
		Determination Periods normally ending in any year where:

“ Determination Period ” means the period from and including a Determination Date in any year but excluding the next Determination Date; and

“ Determination Date ” means the date(s) specified as such hereon or, if none is so specified, the Interest Payment Date(s);

(a) if " Actual/365 " or " Actual/Actual (ISDA) " is so specified, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (a) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (b) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);
(b) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
(c) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
(d) if "30/360" or “360/360” or “Bond Basis” is so specified, means the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(e) if "30E/360" or "Eurobond Basis" is so specified means, the number of days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;
“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

(f) if “ RBA Bond Basis ” or “ Australian Bond Basis ” is so specified, means one divided by the number of Interest Payment Dates in a year;
(g) if “ NZ Govt Bond Basis ” is so specified, means one divided by the number of Interest Payment Dates in a year; and
(h) if “ Actual/Actual Canadian Compound Method ” is so specified, whenever it is necessary to compute any amount of accrued interest in respect of the Notes for a period of less than one full year, other than in respect of any regular semi-annual interest payments, such interest will be calculated on the basis of the actual number of days in the Calculation Period and a year of 365 days.

Deed of Covenant means any deed of covenant so entitled made by the Issuer in connection with the Program.

Definitive Bearer Note means a Bearer Note issued in definitive form in or substantially in the form set out in the Euro Fiscal Agency Agreement and having, where appropriate, Coupons, Talons or Receipts attached on issue in definitive form.

Directive means:

(a) a law; and/or
(b) a treaty, an official directive, request, regulation, guideline or policy (whether or not having the force of law).

Dual Currency Note means a Note in respect of which payments of principal or interest or both are made or to be made in such different currencies, and at rates of exchange calculated upon such basis or bases as indicated in the relevant Pricing Supplement.

Early Redemption Amount (Call) means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement.

Early Redemption Amount (Put) means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement.

Early Redemption Amount (Tax) means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement.

Early Redemption Date (Call) means the date so described in the relevant Pricing Supplement.

Early Redemption Date (Put) means the date so described in the relevant Pricing Supplement.

Early Termination Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Pricing Supplement.

Euro Fiscal Agency Agreement means the euro fiscal agency agreement so entitled dated 31 October 2001, as amended and restated on 15 October 2002, supplemented on 14 November 2003 and amended on 23 September 2005, 12 October 2006 and 24 October 2011 between the Issuer and Deutsche Bank AG, London Branch, Deutsche Bank Luxembourg S.A and Deutsche Bank AG, Hong Kong Branch.

Euro Fiscal Agent means, in relation to any Notes, the person appointed to act as issuing and principal paying agent, or any successor issuing and principal paying agent appointed, under the Euro Fiscal

Agency Agreement and/or such other issuing and paying agent in relation to any Notes as may from time to time be appointed by the Issuer.

Euroclear means Euroclear Bank S.A./N.V.

Euro Note means any Note other than a Canadian Domestic Note, an Australian Domestic Note or a New Zealand Domestic Note.

Event of Default means an event so described in Condition 26 (“Events of Default”).

Extraordinary Resolution has the meaning given in the Meetings Provisions of the Euro Fiscal Agency Agreement, the Australian Note Deed Poll or other relevant Program Document.

Final Redemption Amount means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Pricing Supplement.

Fixed Coupon Amount has the meaning given in the relevant Pricing Supplement.

Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in arrears on a fixed date or fixed dates in each year and on redemption or on such other dates as indicated in the applicable Pricing Supplement.

Floating Rate Note means a Note on which interest is calculated at a floating rate payable 1, 2, 3, 6, or 12 monthly or in respect of such other period or on such date(s) as specified in the applicable Pricing Supplement.

Global Note means:

(a) in respect of Bearer Notes, a Temporary Global Note or, as the context may require, a Permanent Global Note; and

(b) in respect of Canadian Domestic Notes, a Registered Global Note.

HKMA means the Hong Kong Monetary Authority appointed pursuant to Section 5A of the Exchange Fund Ordinance (Cap. 66 of the laws of Hong Kong).

Illiquidity means the general Renminbi exchange market in Hong Kong becomes illiquid as a result of which the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to make a payment in respect of the Notes.

Inconvertibility means the occurrence of any event that makes it impossible for the Issuer to convert into Renminbi any amount due in respect of the Notes into Renminbi on any Interest Payment Date, Maturity Date or other payment date in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any governmental authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

Index Linked Interest Note means a Note in respect of which the amount payable in respect of interest is calculated by reference to an index or a formula or both as specified in the relevant Pricing Supplement.

Index Linked Note means an Index Linked Interest Note or an Index Linked Redemption Amount Note, as the case may be.

Index Linked Redemption Amount Note means a Note in respect of which the amount payable in respect of principal is calculated by reference to an index or a formula or both as specified in the relevant Pricing Supplement.

Instalment Amount means the amount so described in the relevant Pricing Supplement.

Instalment Date means the date so described in the relevant Pricing Supplement.

Instalment Note means a Note in respect of which the principal amount is payable in one or more instalments, as specified in the applicable Pricing Supplement.

Interest Commencement Date means the Issue Date of the Notes or any other date so described in the relevant Pricing Supplement.

Interest Determination Date means the date so described in the relevant Pricing Supplement.

Interest Payment Date means each date so described in, or determined in accordance with, the relevant Pricing Supplement and, if a Business Day Convention is specified in the relevant Pricing Supplement:

(a) as adjusted in accordance with the relevant Business Day Convention; or
(b) if the Business Day Convention is the “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention” and an interval of a number of calendar months is specified in the relevant Pricing Supplement as being the Specified Period, each of such dates as may occur in accordance with the “FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention” at such Specified Period of calendar months following the Interest Commencement Date (in the case of the first Interest Payment Date) or the previous Interest Payment Date (in any other case).

Interest Period means each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date. However:

(a) the first Interest Period commences on (and includes) the Interest Commencement Date; and
(b) the final Interest Period ends on (but excludes) the Maturity Date.

Interest Rate means each rate of interest (expressed as a percentage per annum) payable in respect of the Notes specified in the relevant Pricing Supplement or calculated or determined in accordance with the provisions of these Conditions or the relevant Pricing Supplement.

ISDA Definitions means the 2006 ISDA Definitions (as supplemented, amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series) published by the International Swaps and Derivatives Association, Inc or, if specified in the relevant Pricing Supplement, the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association Inc.

Issue Date means the date on which a Note is, or is to be issued, as specified or determined in accordance with the relevant Pricing Supplement.

Issue Price means, in respect of a Note, the price at which such Note is issued as agreed between the Issuer and the relevant Dealers and as set out in the Pricing Supplement.

Issuer means Telstra Corporation Limited (ABN 33 051 775 556).

Margin means the margin specified in, or determined in accordance with, the relevant Pricing Supplement.

Maturity Date means, in relation to a Note, the date specified in the relevant Pricing Supplement as the date for redemption of that Note or, in the case of an amortising Note, the date on which the last instalment of principal is payable.

Maximum Interest Rate has the meaning specified in the Pricing Supplement.

Maximum Redemption Amount has the meaning given in the relevant Pricing Supplement.

Meetings Provisions means the provisions for the convening of meetings of, and passing of resolutions by, Noteholders set out in the Euro Fiscal Agency Agreement, the Australian Note Deed Poll, the Canadian Registry Services Agreement or such other Program Document as is specified from time to time.

Minimum Interest Rate has the meaning specified in the Pricing Supplement.

Minimum Redemption Amount has the meaning given in the relevant Pricing Supplement.

New Zealand Domestic Note means a registered debt obligation of the Issuer constituted by, and owing under, the New Zealand Note Deed Poll, the details of which are recorded and evidenced by inscription in, the New Zealand Register.

New Zealand Note Deed Poll means any New Zealand note deed poll so entitled made by the Issuer in favour of Noteholders in connection with the Program.

New Zealand Register means a register, including any branch register, of Noteholders of New Zealand Domestic Notes established and maintained by or on behalf of the Issuer.

New Zealand Registrar means, in relation to New Zealand Domestic Notes, Computershare Investor Services Limited or such other person appointed by the Issuer pursuant to the New Zealand Registry Services Agreement to maintain the relevant Register in relation to New Zealand Notes and perform such payment and other duties as specified in that agreement.

New Zealand Registry Services Agreement means the agreement between the Issuer and the New Zealand Registrar in relation to New Zealand Domestic Notes, titled “New Zealand Registry Services Agreement” executed on or about 15 October 2002.

Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the Renminbi clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any governmental authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation).

Note means an Australian Domestic Note, a New Zealand Domestic Note, a Canadian Domestic Note, or any negotiable bearer or registered bond, note or other debt instrument issued, or to be issued, under the Program the terms and conditions of which will be specified in the Pricing Supplement.

Noteholder means, in respect of a Note:

(a) the bearer for the time being of an outstanding Bearer Note, Coupon, Talon or Receipt; or
(b) the person whose name is entered in the Register as the holder of a Registered Note; or
(c) where there are joint holders of a Registered Note, the persons whose names appear in the Register as joint holders of the Note; or
(d) for avoidance of doubt where a Global Note is entered into a Clearing System, the operator of that Clearing System or a nominee thereof or the Common Depositary, as the case may be.

NZClear Regulations means the regulations known as the “NZClear System Rules” established by the Reserve Bank of New Zealand to govern the use of the NZClear System.

NZClear System means the system operated by the Reserve Bank of New Zealand in New Zealand for holding securities and electronic recording and settling of transactions in those securities between members of that system.

Outstanding means in relation to the Notes of all or any Series, all of the Notes of such Series other than:

(a) Notes which have been redeemed or satisfied in full by the Issuer; or
(b) Notes for the payment of which funds equal to their aggregate outstanding principal amount are on deposit with the relevant Paying Agent on terms which prohibit the return of those Notes or in respect of which the relevant Paying Agent holds an irrevocable direction to apply funds in repayment of Notes to be redeemed on that day; or
(c) Notes which have been purchased or cancelled in accordance with Condition 17.10 (“Cancellation”); or
(d) Notes in respect of which a Noteholder is unable to make a claim as a result of the operation of Condition 25 (“Time limit for claims”); or
(e) those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacements have been issued under Condition 28 (“Replacement of lost or damaged Notes and Coupons”); or

(f) any Temporary Global Note to the extent that it has been exchanged for a Permanent Global Note or a Definitive Bearer Note and any Permanent Global Note to the extent that it has been exchanged for Definitive Bearer Notes in each case pursuant to its provisions, these Conditions or any relevant Program Document.

Partly Paid Note means a Note in relation to which the initial subscription moneys are payable to the Issuer in two or more instalments.

Paying Agent means, in relation to any Notes, the Euro Fiscal Agent, the CMU Lodging Agent, the Australian Registrar, the New Zealand Registrar, the Canadian Registrar and any person appointed to act as paying agent, or any successor paying agent, appointed under the relevant Agency Agreement and such other paying agent in relation to any Notes as may from time to time be appointed by the Issuer.

Payment Business Day means:

(a) if the currency of payment is euro, any day which is:
(i) a day on which banks in the relevant place of presentation are open for presentation and payment of debt securities and for dealings in euro; and
(ii) a TARGET Settlement Day and a day on which dealings in euro may be carried on in each (if any) Additional Financial Centre; or
(b) if the currency of payment is Renminbi, any day which is:
(i) a day (other than a Saturday, a Sunday or a public holiday) on which commercial banks are generally open for business and settlement of Renminbi payments in Hong Kong and such other principal financial centre as may be agreed from time to time by the Issuer and the relevant Dealer(s) are open for business; and
(ii) in the case of Notes lodged with the CMU, a day on which the CMU is operating;
(c) if the currency of payment is not euro or Renminbi, any day which is:
(i) a day on which banks in the relevant place of presentation are open for presentation and payment of debt securities and for dealings in foreign currencies; and
(ii) in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the Principal Financial Centre of the currency of payment and in each (if any) Additional Financial Centre.

Permanent Global Note means a Global Note in permanent global form representing Bearer Notes of one or more Tranches of the same series in or substantially in the form set out in the Euro Fiscal Agency Agreement or in such other form as may be agreed between the Issuer, the Euro Fiscal Agent and the relevant Dealers.

Pricing Supplement means, in respect of a Tranche, a Pricing Supplement specifying the relevant issue details for that Tranche.

Principal Financial Centre means:

(a) in relation to euro, it means the principal financial centre of the Member State of the European Communities as is selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent;
(b) in relation to Australian dollars, it means either Sydney or Melbourne as selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent;
(c) in relation to New Zealand dollars, it means either Wellington or Auckland as selected (in the case of a payment) by the payee or (in the case of a calculation) by the Calculation Agent; and
(d) in relation to any other currency, the principal financial centre for that currency.

Principal Paying Agent means, in relation to any Notes, the person specified as such in the relevant Pricing Supplement.

Program means the program for the issuance of Notes established by the Issuer and described in Condition 1.1 (“Program”).

Program Documents means:

(a) each Agency Agreement;
(b) the Deed of Covenant;
(c) the Australian Note Deed Poll;
(d) the New Zealand Note Deed Poll,

and any other agreement, deed or document which the Issuer acknowledges in writing from time to time to be a Program Document.

Rate Determination Date means the day which is two Business Days before the due date of the relevant amount under the Notes.

Receipt means a payment receipt relating to the payment of principal on a Note in or substantially in the form set out in the Euro Fiscal Agency Agreement, or in such other form as may be agreed between the Issuer and the Euro Fiscal Agent.

Receiptholder means, in respect of a Series, the holders of the Receipts.

Record Date means, in the case of payments of interest, the close of business in the place where the relevant Register is maintained on:

(a) in the case of Australian Domestic Notes, the eighth calendar day before the relevant date for payment or any date so described in the relevant Pricing Supplement;
(b) in the case of New Zealand Domestic Notes, the tenth calendar day before the relevant date for payment or any date so described in the Pricing Supplement; and
(c) in the case of Canadian Domestic Notes, the fifteenth calendar day before the relevant date for payment or any date so described in the Pricing Supplement.

Redemption Amount means, as appropriate, the Final Redemption Amount, the Early Redemption Amount (Tax), the Early Redemption Amount (Call), the Early Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Pricing Supplement.

Reference Banks means the institutions so described in the relevant Pricing Supplement or, if none, four major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate.

Reference Price has the meaning given in the relevant Pricing Supplement.

Reference Rate means the reference rate specified in the Conditions or the relevant Pricing Supplement and:

(a) if LIBOR is so specified, means the London Interbank Offered Rate;
(b) if LIBID is so specified, means the London Interbank Bid Rate;
(c) if LIMEAN is so specified, means the London Interbank Mean Rate;
(d) if EURIBOR is so specified, means the Euro Interbank Offered Rate;
(e) if BBSW is so specified, means the Bank Bill Swap Rate in the Australian financial market;
(f) if BKBM is so specified, means the Bank Bill Mid Market Settlement Rate in the New Zealand financial market; and
(g) if CAD-BA-CDOR is so specified, means the Canadian Dealer Offered Rate.

Register means:

(a) in relation to Australian Domestic Notes, the Australian Register;
(b) in relation to the New Zealand Domestic Notes, the New Zealand Register; and
(c) in relation to Canadian Domestic Notes, the Canadian Register.

Registered Global Note means a Canadian Domestic Note in global form representing Canadian Domestic Notes of one or more Tranches of the same Series in or substantially in the form set out in the Canadian Registry Services Agreement or in such other form as may be agreed between the Issuer, the Canadian Registrar and the relevant Dealer(s).

Registered Note means:

(a) an Australian Domestic Note;
(b) a New Zealand Domestic Note;
(c) a Canadian Domestic Note; or
(d) such other Note issued in registered form which is specified as such in the applicable Pricing Supplement.

Registrar means:

(a) in relation to Australian Domestic Notes, the Australian Registrar;
(b) in relation to New Zealand Domestic Notes, the New Zealand Registrar; and
(c) in relation to Canadian Domestic Notes, the Canadian Registrar.

Registry Services Agreement means:

(a) in the case of Australian Domestic Notes, the Australian Registry Services Agreement;
(b) in the case of New Zealand Domestic Notes, the New Zealand Registry Services Agreement; and
(c) in the case of Canadian Domestic Notes, such registry services agreement as agreed between the Issuer and the Canadian Registrar.

Related Body Corporate has the meaning it has in the Corporations Act.

Relevant Date means, in relation to any payment, whichever is the later of:

(a) the date on which the payment in question first becomes due; and
(b) if the full amount payable has not been received in the Principal Financial Centre of the currency of payment by the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders.

Relevant Financial Centre has the meaning given in the relevant Pricing Supplement.

Relevant Screen Page means:

(a) the page, section or other part of a particular information service (including, without limitation, the Reuters Page BBA LIBOR, the Reuters Page Euribor-EBF, the Reuters Page BBSY and the Reuters Page CDOR provided as part of the Reuters Monitor Money Rates Service) specified as the Relevant Screen Page in the relevant Pricing Supplement; or
(b) any other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the person providing or

sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate.

Relevant Time means the time so described in the relevant Pricing Supplement.

Reserved Matter means any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to change the currency of any payment under the Notes or to change the quorum requirement relating to meetings or the majority required to pass an Extraordinary Resolution or to amend this definition.

Series means each original issue of a Tranche of Notes, together with the issue of any further Tranche of Notes, expressed to form a single Series with the original issue and the Notes comprising such Tranches being identical in every respect except for the Issue Date, Issue Price and Interest Commencement Date of the Tranche and, in respect of the first interest payment (if any). A Series may comprise Notes in more than one denomination.

Specified Currency means the currency specified in the relevant Pricing Supplement which may include Australian Dollars (“ A$ ” or “ AUD ”), Canadian Dollars (“ C$ ” or “ CAD ”), Euro (“ € ”, “ Euro ” or “ EUR ”), Hong Kong Dollars (“ HKD ”), Japanese Yen (“ JPY ”), New Zealand Dollars (“ N.Z.$ ” or “ NZD ”), Renminbi (“ RMB ”), Singapore Dollars (“ SGD ”), Sterling (“ GBP ”), and United States dollars (“ USD ”), or any other freely transferable and freely convertible currency.

Specified Denomination has the meaning given in the relevant Pricing Supplement.

Specified Office means, in relation to a person, the office specified in the most recent Prospectus for the Program or such other address as is notified to Noteholders from time to time.

Specified Period has the meaning given in the relevant Pricing Supplement.

Spot Rate means, unless specified otherwise in the applicable Pricing Supplement, the spot RMB/U.S.$ exchange rate for the purchase of U.S. dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong for settlement in two Business Days, as determined by the Calculation Agent at or around 11.00 a.m. (Hong Kong time) on the Rate Determination Date, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent shall determine the rate taking into consideration all available information which the Calculation Agent deems relevant, including pricing information obtained from the Renminbi non-deliverable exchange market in Hong Kong or elsewhere and the RMB/U.S.$ exchange rate in the PRC domestic foreign exchange market.

Subsidiary means of another entity which is a subsidiary of the first within the meaning of part 1.2 division 6 of the Corporations Act or is a subsidiary of or otherwise controlled by the first within the meaning of any approved accounting standard.

“ sub-unit ” means with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

Talonholders in respect of a Series, means the holders of the Talons.

Talons means the bearer talons (if any) appertaining to, and exchangeable in accordance with their provisions for the further Coupons appertaining to, a Definitive Bearer Note (other than a Zero Coupon Note) in or substantially in the relevant form set out in the Euro Fiscal Agency Agreement or in such other form as may be agreed between the Issuer and the Euro Fiscal Agent.

TARGET2 means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007 or any successor thereto.

TARGET Settlement Day means any day on which TARGET2 is open for the settlement of payments in euro.

Tax Act means the Income Tax Assessment Act 1936 of Australia or the Income Tax Assessment Act 1997 of Australia, as the context requires.

Taxes means taxes, levies, imposts, deductions, charges or withholdings and duties imposed by any authority (including stamp and transaction duties) (together with any related interest, penalties and expenses in connection with them), other than taxes imposed on, or calculated having reference to, net income.

Temporary Global Note means a Global Note in temporary global form representing Bearer Notes of one or more Tranches of the same Series, in or substantially in the relevant form set out in the Euro Fiscal Agency Agreement or in such other form as may be agreed between the Issuer and the Euro Fiscal Agent.

Tranche means a tranche of Notes specified as such in the relevant Pricing Supplement issued on the same Issue Date and on the same terms and conditions (except that a Tranche may comprise Notes in more than one denomination).

U.S Dollar Equivalent means the Renminbi amount converted into U.S dollars using the Spot Rate for the relevant Rate Determination Date.

Variable Interest Note means an Index Linked Interest Note or any other variable interest rate note other than a Floating Rate Note.

Variable Note means a Variable Redemption Note and Variable Interest Note.

Variable Redemption Note means an Index Linked Redemption Amount Note or Dual Currency Note.

Zero Coupon Note means a Note which does not carry an entitlement to periodic payment of interest prior to the redemption date of such Note and which is issued at a discount to its face value.

36.2 References to certain general terms

Unless the contrary intention appears, a reference in these Conditions to:

(a) a group of persons is a reference to any two or more of them jointly and to each of them individually;
(b) anything (including an amount) is a reference to the whole and each part of it;
(c) a document (including these Conditions) includes any variation or replacement of it;
(d) law means common law, principles of equity, and laws made by any parliament and regulations and other instruments under those laws and consolidations, amendments, reenactments or replacements of any of them;
(e) an accounting term is a reference to that term as it is used in accounting standards under the Corporations Act, or, if not inconsistent with those standards, in accounting principles and practices generally accepted in Australia;
(f) the word “person” includes an individual, a firm, a body corporate, an unincorporated association and an authority; and
(g) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns.

36.3 Number

The singular includes the plural and vice versa.

36.4 Headings

Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of these Conditions.

36.5 References

Unless the contrary intention appears, in these Conditions:

(a) a reference to a Noteholder is a reference to the holder of Notes of a particular Series and includes Couponholders, Talonholders and Receiptholders (if any);
(b) a reference to a Note is a reference to a Note of a particular Series and includes:
(i) any Coupon, Receipt or Talon in relation to that Note; and
(ii) any replacement Note, Coupon, Receipt or Talon issued under the Conditions;
(c) if Talons are specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Coupons are taken to include references to Talons; and
(d) if Talons are not specified in the relevant Pricing Supplement as being attached to the Notes at the time of issue, references to Talons are not applicable.

36.6 References to principal and interest

Unless the contrary intention appears, in these Conditions:

(a) any reference to “principal” is taken to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 24 (“Taxation”), any premium payable in respect of a Note, and any other amount in the nature of principal payable in respect of the Notes under these Conditions;
(b) any reference to “interest” is taken to include any additional amounts in respect of interest which may be payable under Condition 24 (“Taxation”) and any other amount in the nature of interest payable in respect of the Notes under these Conditions; and
(c) if an expression is stated as having the meaning given in the relevant Pricing Supplement, but the relevant Pricing Supplement gives no such meaning or specifies that such expression is "Not Applicable" then such expression is not applicable to the Notes.

Australian Taxation Summary

In addition to the matters set out in this section in relation to Australian tax matters, prospective investors are advised to seek their own professional advice in relation to the matters set out in this Offering Circular under the headings, “Risk Factors - U.S. Foreign Account Tax Compliance Withholding”, “Risk Factors - FATCA withholding on payments of Notes paid through non-compliant custodians or intermediaries” and “Risk Factors - Withholding under the EU Savings Directive” on pages 20 to 21 of this Offering Circular, and “General Information – “FATCA withholding and the ICSDs” and “General Information - The proposed financial transactions tax ("FTT")” on pages 112 and 113 of this Offering Circular.

1 INTRODUCTION

The following is a summary of the Australian withholding tax treatment under the Income Tax Assessment Acts of 1936 and 1997 of Australia (together, “ Australian Tax Act ”), the Taxation Administration Act 1953 of Australia and any relevant regulations, rulings or judicial or administrative pronouncements, at the date of this Offering Circular, of payments of interest (as defined in the Australian Tax Act) on the Notes to be issued by the Issuer under the Program and certain other Australian tax matters.

This summary applies to Noteholders that are:

residents of Australia for tax purposes that do not hold their Notes in the course of carrying on a business outside of Australia, and non-residents of Australia for tax purposes that hold their Notes in the course of carrying on a business at or through a permanent establishment in Australia (“ Australian Holders ”); and
non-residents of Australia for tax purposes that do not acquire their Notes in the course of carrying on a business at or through a permanent establishment in Australia, and Australian tax residents that acquire their Notes in the course of carrying on a business outside of Australia (“ Non-Australian Holders ”).

The summary is not exhaustive and, in particular, does not deal with the position of certain classes of Noteholders (including, without limitation, dealers in securities, custodians or other third parties who hold Notes on behalf of any person). In addition, unless expressly stated, the summary does not consider the Australian tax consequences for persons who hold interests in the Notes through Austraclear, Euroclear, Clearstream, Luxembourg, the CMU or another clearing system.

Noteholders should also be aware that particular terms of issue of any Series of Notes may affect the tax treatment of that Series of Notes. Information regarding taxes in respect of Notes may also be set out in the relevant Pricing Supplement (or another relevant supplement to this Offering Circular).

This summary is not intended to be, nor should it be construed as legal or tax advice to any particular holder of Notes. Each Noteholder should seek professional tax advice in relation to their particular circumstances.

2. AUSTRALIAN INTEREST WITHHOLDING TAX

The Australian Tax Act characterises securities as either “debt interests” (for all entities) or “equity interests” (for companies) including for the purposes of interest withholding tax (“ IWT ”) and dividend withholding tax. For Australian IWT purposes, “interest” is defined to include amounts in the nature of, or in substitution for, interest and certain other amounts.

Australian Holders

Payments of interest in respect of the Notes to Australian Holders will not be subject to Australian IWT.

Non-Australian Holders

IWT is payable at a rate of 10 percent of the gross amount of interest paid by the Issuer to a Non-Australian Holder unless an exemption is available.

(a) Section 128F exemption from IWT

An exemption from IWT is available in respect of interest paid on the Notes if the requirements of section 128F of the Australian Tax Act are satisfied.

Unless otherwise specified in the relevant Pricing Supplement (or another relevant supplement to this Offering Circular), the Issuer intends to issue the Notes in a manner which will satisfy the requirements of section 128F of the Australian Tax Act.

In broad terms, the requirements are as follows:

(i) the Issuer is a resident of Australia and a company (as defined in section 128F(9) of the Australian Tax Act) when it issues the Notes and when interest is paid;
(ii) the Notes are issued in a manner which satisfies the “public offer” test in section 128F of the Australian Tax Act.

In relation to the Notes, there are five principal methods of satisfying the public offer test, the purpose of which is to ensure that lenders in capital markets are aware that the Issuer is offering the Notes for issue. In summary, the five methods are:

offers to 10 or more unrelated financiers, or securities dealers or entities that carry on the business of investing in securities;
offers to 100 or more investors of a certain type;
offers of listed Notes;
offers via publicly available information sources; or
offers to a dealer, manager or underwriter who offers to sell the Notes within 30 days by one of the preceding methods;
(iii) the Issuer does not know, or have reasonable grounds to suspect, at the time of issue, that the Notes (or interests in those Notes) were being, or would later be, acquired, directly or indirectly, by an “associate” of the Issuer, except as permitted by section 128F(5) of the Australian Tax Act (see below); and
(iv) at the time of the payment of interest, the Issuer does not know, or have reasonable grounds to suspect, that the payee is an “associate” of the Issuer, except as permitted by section 128F(6) of the Australian Tax Act (see below).

An “associate” of the Issuer for the purposes of section 128F of the Australian Tax Act includes:

a person or entity which holds more than 50% of the voting shares of, or otherwise controls, the Issuer;
an entity in which more than 50% of the voting shares are held by, or which is otherwise controlled by, the Issuer;
a trustee of a trust where the Issuer is capable of benefiting (whether directly or indirectly) under that trust; and
a person or entity who is an “associate” of another person or company which is an “associate” of the Issuer under any of the foregoing.

However, for the purposes of sections 128F(5) and (6) of the Australian Tax Act (see paragraphs (iii) and (iv) above) an “associate” of the Issuer does not include a Non-Australian Holder that is acting in the capacity of:

(A) in the case of section 128F(5) only, a dealer, manager or underwriter in relation to the placement of the relevant Notes, or a clearing house, custodian, funds manager or responsible entity of a registered managed investment scheme (for the purposes of the Corporations Act); or
(B) in the case of section 128F(6), a clearing house, paying agent, custodian, funds manager or responsible entity of a registered managed investment scheme (for the purposes of the Corporations Act).

(b) Exemptions under certain double tax conventions

The Australian government has signed new or amended double tax conventions (“ New Treaties ”) with a number of countries (each a “ Specified Country ”). The New Treaties apply to interest derived by a resident of a Specified Country.

Broadly, the New Treaties effectively prevent IWT applying to interest derived by:

the governments of the Specified Counties and certain governmental authorities and agencies in a Specified Country; and
a “financial institution” resident in a Specified Country which is unrelated to and dealing wholly independently with the Issuer. The term “financial institution” refers to either a bank or any other enterprise which substantially derives its profits by carrying on a business of raising and providing finance. However, interest paid under a back-to-back loan or an economically equivalent arrangement will not qualify for this exemption.

The Australian Federal Treasury maintains a listing of Australia’s double tax conventions which provides details of country, status, withholding tax rate limits and Australian domestic implementation. This listing is available to the public at the Federal Treasury’s Department website at: http://www.treasury.gov.au/Policy-Topics/Taxation/Tax-Treaties.

(c) Notes in bearer form - section 126 of the Australian Tax Act

Section 126 of the Australian Tax Act imposes a type of withholding tax at the rate of (currently) 45 percent on the payment of interest on Bearer Notes if the Issuer fails to disclose the names and addresses of the holders of Bearer Notes to the Australian Taxation Office (“ ATO ”).

Section 126 does not apply to the payment of interest on Bearer Notes held by non-Australian residents who do not carry on business at or through a permanent establishment in Australia where the issue of those Bearer Notes has satisfied the requirements of section 128F or IWT is payable.

In addition, the ATO has confirmed that for the purpose of section 126, the holder of debentures in bearer form is the person in possession of the debentures. Section 126 is, therefore, limited in its application to persons in possession of Bearer Notes who are residents of Australia or non-Australian residents who are engaged in carrying on business at or through a permanent establishment in Australia. Where interests in Bearer Notes are held through Euroclear, Clearstream, Luxembourg, the CMU or another clearing system, the Issuer intends to treat the relevant operator of the clearing system (or its nominee) as the bearer of the Notes for the purposes of section 126.

(d) Payment of additional amounts

As set out in more detail in Condition 24 (“Taxation”) and unless expressly provided to the contrary in the relevant Pricing Supplement (or another relevant supplement to this Offering Circular), if the Issuer is at any time compelled or authorised by law to deduct or withhold an amount in respect of any Australian withholding taxes imposed or levied by the Commonwealth of Australia in respect of the Notes, the Issuer must, subject to certain exemptions contained in Condition 24.3 (“Withholding tax exemptions”), pay such additional amounts as may be necessary in order to ensure that the net amounts received by the holders of those Notes after such deduction or withholding are equal to the respective amounts which would have been received had no such deduction or withholding been required. If the Issuer is compelled by law in relation to any Notes to increase a payment in respect of a Note under Condition 24.2 (“Withholding Tax”), the Issuer will have the option to redeem those Notes in accordance with Condition 17.2 (“Early redemption for taxation reasons”).

3. AUSTRALIAN INCOME TAX – INTEREST PAYMENTS

Australian Holders will be required to include any interest in respect of their Notes in their Australian assessable income.

Whether the interest should be recognised as assessable income on a cash receipts or accruals basis (see also the “ taxation of financial arrangements ” summary in section 4 below) will depend on the individual circumstances of the Australian Holder.

On the basis that the Issuer satisfies the requirements of section 128F of the Australian Tax Act in respect of interest paid on the Notes, then Non-Australian Holders should not be subject to Australian income tax in respect of interest payments received on their Notes.

4. OTHER TAX MATTERS

Under Australian laws as presently in effect:

taxation of financial arrangements – the Australian Tax Act contains tax timing rules for certain taxpayers to bring to account gains and losses from “financial arrangements”. The rules do not alter the rules relating to the imposition of IWT nor override the IWT exemption available under section 128F of the Australian Tax Act.”

In addition, the rules do not apply to certain taxpayers or in respect of certain short term “financial arrangements”. They should not, for example, generally apply to holders of Notes which are individuals and certain other entities (e.g. certain superannuation entities and managed investment schemes) which do not meet various turnover or asset thresholds, unless they make an election that the rules apply to their “financial arrangements”. Potential Noteholders should seek their own tax advice regarding their own personal circumstances as to whether such an election should be made;

death duties – no Notes will be subject to death, estate or succession duties imposed by Australia, or by any political subdivision or authority therein having power to tax, if held at the time of death;
stamp duty and other taxes - no ad valorem stamp, issue, registration or similar taxes are payable in Australia on the issue or transfer of any Notes;
TFN/ABN withholding - withholding tax is imposed at the rate of 46.5 percent on the payment of interest on certain registered securities unless the relevant payee has quoted an Australian tax file number (“ TFN ”), (in certain circumstances) an Australian Business Number (“ ABN ”) or proof of some other exception (as appropriate).

Assuming the requirements of section 128F of the Australian Tax Act are satisfied with respect to the Notes, then withholding will not apply to payments to a Non-Australian Holder. Payments to Australian Holders in respect of Registered Notes may be subject to a withholding where the Australian Holder does not quote a TFN, ABN or provide proof of an appropriate exemption (as appropriate);

additional withholdings from certain payments to non-residents - the Governor-General power may make regulations requiring withholding from certain payments to non-residents of Australia (other than payments of interest and other amounts which are already subject to the current IWT rules or specifically exempt from those rules). Regulations may only be made if the responsible Minister is satisfied the specified payments are of a kind that could reasonably relate to assessable income of foreign residents. The possible application of any future regulations to the proceeds of any sale of the Notes will need to be monitored;

garnishee directions by the Commissioner of Taxation – the Commissioner may give a direction requiring the Issuer to deduct from any payment to a Noteholder any amount in respect of Australian tax payable by the Noteholder. If the Issuer is served with such a direction, then the Issuer will comply with that direction and will make any deduction required by that direction;
supply withholding tax – payments in respect of the Notes can be made free and clear of any “supply withholding tax”; and
goods and services tax (GST) - neither the issue nor receipt of the Notes will give rise to a liability for GST in Australia on the basis that the supply of Notes will comprise either an input taxed financial supply or (in the case of an offshore subscriber) a GST-free supply. Furthermore, neither the payment of principal or interest by the Issuer, nor the disposal of the Notes, would give rise to any GST liability in Australia.

New Zealand Taxation Summary

The following is a summary of the New Zealand taxation treatment at the date of the Prospectus of payments of interest on New Zealand Domestic Notes and certain other matters. It is not exhaustive and, in particular, does not deal with the position of certain classes of holders of New Zealand Domestic Notes. Prospective holders of New Zealand Domestic Notes who are in any doubt as to their tax position should consult their professional advisers.

Under the New Zealand Income Tax Act 2007 (“ New Zealand Tax Act ”), resident withholding tax (“ RWT ”) is potentially applicable to interest paid to New Zealand residents (or non-residents engaged in business in New Zealand through a fixed establishment, such as a branch, in New Zealand). Any payment of interest on New Zealand Domestic Notes to a New Zealand resident (or such non-resident with a fixed establishment in New Zealand) will be resident passive income which is subject to the RWT rules.

Under the New Zealand Tax Act, certain categories of persons can apply for certificates of exemption from RWT. Interest paid to holders of valid certificates of exemption is not subject to RWT. For the Issuer to be satisfied that this exemption applies to the payment of interest on a New Zealand Domestic Note:

(a) the Issuer must be satisfied that the holder of the New Zealand Domestic Note is a registered bank under the Reserve Bank of New Zealand Act 1989; or
(b) the Issuer must have seen a copy of a certificate of exemption issued to the holder.

If the Issuer is not satisfied that the holder has a valid certificate of exemption, the Issuer will deduct RWT from the payment of interest on the New Zealand Domestic Notes. The rate of RWT deducted from the interest will normally be 28 percent if the holder is a company or unit trust. Holders must furnish their tax file numbers to the Issuer. Whether or not RWT is deducted, such a holder will be subject to income tax pursuant to the financial arrangements rules in Part EW of the New Zealand Tax Act in respect of the investment in the New Zealand Domestic Note. Australian withholding tax deducted from interest paid to a holder (if any) can reduce the amount of tax payable on income recognised under the financial arrangements rules.

If the holder is not:

(a) tax resident in New Zealand; nor
(b) engaged in business in New Zealand through a fixed establishment in New Zealand; nor
(c) a resident of one of the following countries (which have double taxation agreements (“ DTAs ”) in effect with New Zealand at the date of the Prospectus): Australia; Austria; Belgium; Canada; Chile; China; the Czech Republic; Denmark; Finland; France; Germany; Hong Kong; India; Indonesia; Ireland; Mexico; Norway; Poland; Republic of Korea; Russia; Singapore; Spain; South Africa; Switzerland; Taiwan; Thailand; The Netherlands; The Philippines; Turkey; United Arab Emirates; the United Kingdom and the United States of America (“ Relevant DTA Countries ”),

the Issuer must deduct non-resident withholding tax (“ NRWT ”) from the interest paid on the New Zealand Domestic Notes. If the interest is non-resident passive income, it is excluded from resident passive income and RWT does not have to be deducted. Any such NRWT will be a final tax applied by New Zealand in respect of interest derived by such a holder. Such a holder may be, but is unlikely to be, subject to New Zealand income tax on any other gains derived from holding the Note, such as gains on sale. A holder of a New Zealand Domestic Note who is neither tax resident in New Zealand nor engaged in business in New Zealand through a fixed establishment in New Zealand and who is resident in a Relevant DTA Country must provide the Issuer with such evidence of the holder’s residence in a Relevant DTA Country and entitlement to benefit under that DTA as the Issuer may require. If the Issuer is not satisfied accordingly, the Issuer will deduct NRWT from the payment of interest on the New Zealand Domestic Notes. As set out in more detail in Condition 24 (“Taxation”) of the Notes, if the Issuer at any time is compelled by law to deduct or withhold an amount in respect of any withholding taxes, the Issuer will deduct the required withholding tax and there will be no grossing-up of the payment.

The Issuer has been advised that under New Zealand laws as presently in effect:

(A) as New Zealand does not impose any stamp duty (or similar issue or registration tax) and does not impose death duties, no New Zealand stamp duty or death duty will apply to any New Zealand Domestic Note or any holder of a New Zealand Domestic Note; and
(B) New Zealand goods and services tax will not apply in respect of any payments made on a New Zealand Domestic Note.

The NZClear System will only pay interest on securities lodged in the NZClear System in gross.

PRC Currency Controls

The following is a general description of certain currency controls in the PRC and is based on the law and relevant interpretations thereof in effect as at the date of this Offering Circular, all of which are subject to change, and does not constitute legal advice. It does not purport to be a complete analysis of all applicable currency controls in the PRC relating to the Notes. Prospective Noteholders who are in any doubt as to PRC currency controls are advised to consult their own professional advisers.

Remittance of Renminbi into and outside the PRC

Renminbi is not a freely convertible currency. The remittance of Renminbi into and outside the PRC is subject to controls imposed under PRC law.

Current Account Items

Under PRC foreign exchange control regulations, current account item payments include payments for imports and exports of goods and services, payments of income and current transfers into and outside the PRC.

Prior to July 2009, all current account items were required to be settled in foreign currencies. Since July 2009, the PRC has commenced a pilot scheme pursuant to which Renminbi may be used for settlement of imports and exports of goods between approved pilot enterprises in five designated cities in the PRC being Shanghai, Guangzhou, Dongguan, Shenzhen and Zhuhai and enterprises in designated offshore jurisdictions including Hong Kong and Macau In June 2010 and August 2011, respectively, the PRC government promulgated the Circular on Issues concerning the Expansion of the Scope of the Pilot Programme of Renminbi Settlement of Cross-Border Trades and the Circular on Expanding the Regions of Cross-border Trade Renminbi Settlement (the “ Circulars ”) with regard to the expansion of designated cities and offshore jurisdictions implementing the pilot Renminbi settlement scheme for cross-border trades. Pursuant to the Circulars (i) Renminbi settlement of imports and exports of goods and of services and other current account items became permissible; (ii) the list of designated pilot districts was expanded to cover all provinces and cities in the PRC, and (iii) the restriction on designated offshore districts has been lifted. Accordingly, any enterprises in the designated pilot districts and offshore enterprises are entitled to use Renminbi to settle imports of goods and services and other current account items between them. Renminbi remittance for exports of goods from the PRC may only be effected by approved pilot enterprises in designated pilot districts in the PRC.

On 3 February 2012, PBoC and five other PRC Authorities (the “ Six Authorities ”) jointly issued the Notice on Matters Relevant to the Administration of Enterprises Engaged in Renminbi Settlement of Export Trade in Goods (the “ 2012 Circular ”). Under the 2012 Circular, any enterprise qualified for the export and import business is permitted to use Renminbi as settlement currency for exports, provided that the relevant provincial government has submitted to the Six Authorities a list of key enterprises subject to supervision and the Six Authorities have verified and signed off on such list. On 12 June 2012, the PBoC issued a notice stating that the Six Authorities had jointly verified and announced a list of 9,502 exporting enterprises subject to supervision and as a result any enterprise qualified for the export and import business is permitted to use Renminbi as settlement currency for exports.

As new regulations, the Circulars will be subject to interpretation and application by the relevant PRC authorities. Further, if any new PRC regulations are promulgated in the future which have the effect of permitting or restricting (as the case may be) the use of Renminbi for payment of transactions categorised as current account items, then such settlement will need to be made subject to the specific requirements or restrictions set out in such rules. Local authorities may adopt different practices in applying the Circulars and impose conditions for the settlement of current account items.

Capital Account Items

Under the applicable PRC foreign exchange control regulations, capital account items include cross-border transfers of capital, direct investments, securities investments, derivative products and loans. Capital account payments are generally subject to the approval of the relevant PRC authorities.

On 7 April 2011, the State Administration of Foreign Exchange (“ SAFE ”) issued the Notice on Relevant Issues regarding Streamlining the Business Operation of cross-border RMB Capital Account Items (the “SAFE Circular”), which clarifies that the borrowing by an onshore entity (including a financial institution) of Renminbi loans from an offshore creditor shall in principle follow the current regulations on borrowing foreign debts and the provision by an onshore entity (including a financial institution) of external guarantees in Renminbi shall in principle follow the current regulations on the provision of external guarantees in foreign currencies.

On 12 October 2011, MOFCOM promulgated the Circular on Issues in relation to Cross-border RMB Foreign Direct Investment (the “ MOFCOM Circular ”), and pursuant to which, MOFCOM’s prior written consent, which was previously required, is no longer required for Renminbi foreign direct investment (“ RMB FDI ”), and MOFCOM

and its local counterparts are authorised to approve RMB FDI in accordance with existing PRC laws and regulations regarding foreign investment, with the following exceptions which require the preliminary approval by the provincial counterpart of MOFCOM and the consent of MOFCOM in advance: (i) RMB FDI with the capital contribution in Renminbi of RMB 300 million or more; (ii) RMB FDI in financing guarantee, financial leasing, micro financing or auction industries; (iii) RMB FDI in foreign invested investment companies, venture capital or equity investment enterprises; or (iv) RMB FDI in cement, iron and steel, electrolytic aluminium, shipbuilding or other policy sensitive sectors. In addition, RMB FDI in the real estate sector is allowed following the existing rules and regulations of foreign investment in real estate, although Renminbi foreign debt remains unavailable to foreign invested real estate enterprises. The MOFCOM Circular also requires that the proceeds of RMB FDI may not be used towards investment in securities, financial derivatives or entrustment loans in the PRC, except for investments in PRC domestic listed companies through private placements or share transfers by agreement.

On 13 October 2011, PBoC issued the Measures on Administration of the RMB Settlement in relation to Foreign Direct Investment (“ PBoC RMB FDI Measures ”) which set out operating procedures for PRC banks to handle Renminbi settlement relating to RMB FDI and borrowing by foreign invested enterprises of offshore Renminbi loans. Prior to the PBoC RMB FDI Measures, cross-border Renminbi settlement for RMB FDI has required approvals on a case-by-case basis from the PBoC. The new rules replace the PBoC approval requirement with less onerous post-event registration and filing requirements. The PBoC RMB FDI Measures provide that, among others, foreign invested enterprises are required to conduct registrations with the local branch of PBoC within ten working days after obtaining business licenses for the purpose of Renminbi settlement; a foreign investor is allowed to open a Renminbi expense account to reimburse some expenses before the establishment of a foreign invested enterprise and the balance in such an account can be transferred to the Renminbi capital account of such foreign invested enterprise when it is established, commercial banks can remit a foreign investor’s Renminbi proceeds from distribution (dividends or otherwise) by its PRC subsidiaries out of the PRC after reviewing certain requisite documents; if a foreign investor intends to use its Renminbi proceeds from distribution (dividends or otherwise) by its PRC subsidiaries, the foreign investor may open a Renminbi re-investment account to receive such Renminbi proceeds, and the PRC parties selling a stake in domestic enterprises to foreign investors can open Renminbi accounts and receive the purchase price in Renminbi paid by foreign investors in Renminbi by submitting certain documents as required to the commercial bank.

As the MOFCOM Circular, the SAFE Circular and the PBoC RMB FDI Measures are relatively new circulars, they will be subject to interpretation and application by the relevant PRC authorities. There is no assurance that approval of such remittances, borrowing or provision of external guarantee in Renminbi will continue to be granted or will not be revoked in the future. Further, since the remittance of Renminbi by way of investment or loans are now categorised as capital account items, such remittances will need to be made subject to the specific requirements or restrictions set out in the relevant SAFE rules.

If any new PRC regulations are promulgated in the future which have the effect of permitting or restricting (as the case may be) the remittance of Renminbi for payment of transactions categorised as capital account items, then such remittances will need to be made subject to the specific requirements or restrictions set out in such rules.

Clearing and settlement

Euroclear

The Euroclear System was created in 1968 to hold securities for participants in the Euroclear System (“ Euroclear Participants ”) and to effect transactions between Euroclear Participants through immobilisation of certificates and simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfer of securities and cash. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly. The Euroclear System is operated by Euroclear.

Securities clearance accounts and cash accounts with Euroclear are governed by the terms and conditions governing use of Euroclear, the related operating procedures of the Euroclear System and applicable Belgian law (collectively, the “ Euroclear Terms and Conditions ”). The Euroclear Terms and Conditions govern transactions of securities and cash within Euroclear, withdrawal of securities and cash from the system and receipts of payments with respect to securities in the system. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear acts under the Euroclear Terms and Conditions only with Euroclear Participants themselves, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions with respect to interests in Global Notes held through Euroclear will be credited to the Euroclear cash accounts of Euroclear Participants to the extent received by Euroclear’s depositary, in accordance with the Euroclear Terms and Conditions. Euroclear will take any other action permitted to be taken by a holder of any Global Notes on behalf of a Euroclear Participant only in accordance with the Euroclear Terms and Conditions.

Clearstream, Luxembourg

Clearstream, Luxembourg is incorporated under the laws of Luxembourg as a professional depositary and provides, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities. As a professional depositary, Clearstream, Luxembourg is subject to regulation by the Luxembourg Monetary Institute. Clearstream, Luxembourg holds securities and provides clearing services for its participating organisations (“ Clearstream, Luxembourg Participants ”). Securities transfers are effected through book-entry changes in accounts of Clearstream, Luxembourg Participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg Participants are recognised financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg, Participant, either directly or indirectly.

Austraclear System (Australia)

Austraclear began operation of the Austraclear System in Australia in 1984. Austraclear is an unlisted public company owned by financial institutions and other market participants. It operates the national central securities depositary to the Australian money market and registry for government, semi-government and private sector debt securities lodged with the Austraclear System. Through its proprietary Financial Transactions Recording and Clearance Systems (“ FINTRACS ”) software, the Austraclear System electronically clears and settles most debt securities traded in the Australian money market and capital market.

The rights and obligations of Austraclear and participants under the Austraclear System are created by contract, as evidenced through the Austraclear System Regulations and Operating Manual, User Guides and instructions and directions contained within the Austraclear System (“ Austraclear Rules ”).

Under the Austraclear System, a wide range of eligible debt instruments may be “lodged” with Austraclear and either immobilised in its vaults which are located in Austraclear’s branch offices in Sydney and Melbourne (if they are in physical form), or recorded on an electronic register. Through the Austraclear System, ownership of these “physical” or “discount” debt instruments (Paper Securities) and “non-physical” or “fixed interest” debt instruments (Non-Paper Securities) is transferred electronically via book-entry changes without the need for physical delivery. Real-time settlement of cash transactions is facilitated by a real-time gross settlement (“ RTGS ”) system, operated by the Reserve Bank of Australia (“ RBA ”) and linked to the Austraclear System.

The Austraclear System relies upon both parties to a transaction entering trade details into computer terminals that the System then matches before effecting settlement. As well as facilitating securities settlements the Austraclear System also provides members with the ability to make high-value funds transfers independent of the need for a corresponding securities transfer.

As transactions currently processed through the Austraclear System are made on a RTGS basis, the cash settlement of transactions in debt securities, will be settled individually on a real time gross basis through institutions’ exchange settlement accounts (held at the RBA). A payment will be settled only if the paying institution has an adequate balance in the exchange settlement account. Once that payment is made, it is irrevocable in the sense it is protected from recall by the remitter or dishonour by the paying institution. This allows for true delivery versus payment to take place; that is, securities and cash transfers occur simultaneously, counterparties to the transaction will own either securities or cash and finality is immediate.

NZClear System (New Zealand)

Since 1990, the RBNZ has operated the NZClear System (previously called the Austraclear New Zealand system) in New Zealand out of its Financial Services Group. The NZClear System electronically clears and settles most debt and equity securities issued by the New Zealand Government, local authorities and other public and private sector issuers traded in the New Zealand money market and capital market.

The rights and obligations of the RBNZ as operator of the NZClear System and participants under the NZClear System are created by contract, as evidenced through the NZClear System Rules and the NZClear Operating Guidelines (“ NZClear Rules ”).

Under the NZClear System, a wide range of eligible New Zealand dollar-denominated securities (debt instruments and equities) may be “lodged” with New Zealand Central Securities Depository Limited (“ NZCSD ”), a custodian that is wholly owned by the RBNZ, and recorded on an electronic register. Through the NZClear System, ownership of these debt instruments is transferred electronically via book-entry changes without the need for physical delivery. Real-time settlement of cash transactions is facilitated by a RTGS system, operated by the RBNZ.

The NZClear System relies upon both parties to a transaction entering trade details into computer terminals that the NZClear System then matches before effecting settlement. As well as facilitating securities settlements, the NZClear System also provides members with the ability to make high-value funds transfers independent of the need for a corresponding securities transfer.

As transactions currently processed through the NZClear System are made on a RTGS basis, all high-value and time critical inter-bank payments, including the cash settlement of transactions in debt securities, will be settled individually on a RTGS basis through the institutions’ NZClear System cash account that clears through their respective banks’ exchange settlement accounts. A payment will be settled only if the paying institution has an adequate balance in the exchange settlement account it maintains with the RBNZ. Once that payment is made, it is irrevocable in the sense it is protected from recall by the remitter or dishonour by the paying institution. This allows for true delivery versus payment to take place; that is, securities and cash transfers occur simultaneously, counterparties to the transaction will own either securities or cash and finality is immediate.

The NZClear System will only pay interest on securities lodged in the NZClear System in gross. As described in more detail above, under “New Zealand Taxation”, interest paid to holders of valid certificates of exemption is not subject to the New Zealand RWT rules. In order for this exemption to apply to the payment of interest on a New Zealand Domestic Note, the New Zealand Registrar must have seen a copy of a certificate of exemption issued to the holder or, if the New Zealand Domestic Note is held through a nominee member of the NZClear System, to the nominee. However, the RBNZ will allow a member of the NZClear System that is non-resident in New Zealand and does not hold a certificate of exemption from RWT to hold only New Zealand government securities.

Accordingly, in practice:

(i) a holder of a New Zealand Domestic Note lodged in the NZClear System must provide evidence to the RBNZ that it is the holder of a certificate of exemption from RWT; or
(ii) the holder must hold the New Zealand Domestic Note through a nominee member of the NZClear System that has itself provided that evidence to the RBNZ; or
(iii) (where a New Zealand Domestic Note is traded from the NZClear System to either Euroclear or Clearstream, Luxembourg, in which case the New Zealand Domestic Note remains within the NZClear System (see below)), The Hongkong and Shanghai Banking Corporation (acting through HSBC Nominees (New Zealand) Limited (“ HSBC Nominees ”)), which acts as agent for Euroclear, and JPMorgan Chase Bank, N.A. (“ JPM ”), which acts as agent for Clearstream, Luxembourg, manage any related interest withholding tax that is legally required in relation to the relevant payment; in this case, each of Euroclear and Clearstream, Luxembourg is responsible for advising HSBC Nominees or JPM, as the case may be, of the tax status of its holder as the beneficial owner of the New Zealand Domestic Note.

Central Moneymarkets Unit Service

The CMU is a central depositary service provided by the Central Moneymarkets Unit of the HKMA for the safe custody and electronic trading between the CMU Members of capital markets instruments (“ CMU Instruments ”) which are specified in the CMU Manual (published by the Central Moneymarkets Unit of the HKMA) as capable of being held within the CMU.

The CMU is only available to CMU Instruments issued by a CMU Member or by a person for whom a CMU Member acts as agent for the purposes of lodging instruments issued by such persons. Membership of the services is open to all members of the Hong Kong Capital Markets Association, “authorised institutions” under the Banking Ordinance (Cap. 155) of Hong Kong and ‘exempt dealers’ in securities under the Securities Ordinance (Cap. 333) of Hong Kong.

Compared to clearing services provided by Euroclear and Clearstream, Luxembourg, the standard custody and clearing service provided by the CMU is limited. In particular (and unlike the European clearing systems), the HKMA does not as part of this service provide any facilities for the dissemination to the relevant CMU Members of payments (of interest or principal) under, or notices pursuant to the notice provisions of, the CMU Instruments. Instead, the HKMA advises the lodging CMU Member (or a designated paying agent) of the identities of the CMU Members to whose accounts payments in respect of the relevant CMU Instruments are credited, whereupon the lodging CMU Member (or the designated paying agent) will make the necessary payments of interest or principal or send notices directly to the relevant CMU Members.

Similarly, the HKMA will not obtain certificates of non-U.S. beneficial ownership from CMU Members or provide any such certificates on behalf of CMU Members. The CMU Lodging Agent will collect such certificates from the relevant CMU Members identified from a CMU Instrument Position Report obtained by request from the HKMA for this purpose.

An investor holding an interest in the CMU Instruments through an account with either Euroclear or Clearstream, Luxembourg will hold that interest through the respective accounts which Euroclear and Clearstream, Luxembourg each have with the CMU.

Cross-market trading - Austraclear System

The Austraclear System in Australia is a participant in the Euroclear System and the Clearstream, Luxembourg (each a “ Clearance and Settlement System ”). The Austraclear Australian Rules provide for members of the Austraclear System to lodge, take out (“ uplift ”) and record transactions in respect of entitlements to certain bonds, notes, certificates of deposit and commercial paper issued in the Euromarkets (“ Eurosecurities ”). Members of the Austraclear System will acquire an equitable interest (a “ Euroentitlement ”) in the rights which the Austraclear System acquires to the relevant Eurosecurities. A Euroentitlement will be lodged in the Austraclear System by the member arranging for the transfer of the Eurosecurities to the account of Austraclear System with the relevant Clearance and Settlement System. It will not be possible for members to subscribe for a Eurosecurity through the Austraclear System. Once a Euroentitlement is lodged with the Austraclear System the member can deal with the Euroentitlement in much the same way as other securities lodged with the Austraclear System.

The Austraclear System will establish a separate account in Australia through which it will receive and disburse payments to members who hold Euroentitlements. Payments received by the Austraclear System in respect of Eurosecurities relating to Euroentitlements will be paid by the Austraclear System to the relevant member for value on the same day that payment is made by the issuer of the related Eurosecurities.

Euroentitlements will be able to be uplifted from the Austraclear System by the Austraclear System transferring the related Eurosecurity to the account of another participant in the relevant Clearance and Settlement System.

At present the provisions do not provide for a two-way link. The provisions will only apply to securities issued in the Euromarkets. Accordingly, the new arrangements will not apply to instruments issued in the Australian domestic markets.

Cross-market trading - NZClear System

HSBC Nominees acts in New Zealand as the agent for Euroclear, and JPM as the agent for Clearstream, Luxembourg for New Zealand dollar-denominated fixed interest and registered discount securities issued in the New Zealand domestic markets and initially lodged with the NZClear System.

Unlike the Austraclear System in Australia, the RBNZ is not a participant in Euroclear or Clearstream, Luxembourg. If a security is traded from the NZClear System into Euroclear or Clearstream, Luxembourg, the security is transferred from the account of the relevant member of the NZClear System into the pool account of Euroclear or Clearstream, Luxembourg, as the case may be, within the NZClear System. Legal ownership of the

security remains with NZCSD and only the beneficial entitlements to the security changes. That is, the security always remains lodged within the NZClear System and is not “uplifted” into Euroclear or Clearstream, Luxembourg. The relevant participant in Euroclear or Clearstream, Luxembourg acquires an equitable interest in the rights which Euroclear or Clearstream, Luxembourg acquires to the relevant security.

On advice from Euroclear or Clearstream, Luxembourg, HSBC Nominees or JPM, as the case may be, enters and settles transactions in the NZClear System with its New Zealand member, then advises Euroclear or Clearstream, Luxembourg electronically via SWIFT. Any payments of funds are cleared by Euroclear’s or Clearstream, Luxembourg’s New Zealand bank.

At present, the NZClear System does not provide for a two-way link with Euroclear and Clearstream, Luxembourg. The NZClear System enables New Zealand Domestic Notes initially lodged within the NZClear System to be traded to Euroclear and Clearstream, Luxembourg accounts through their respective New Zealand agents. It is not possible at present for New Zealand dollar-denominated Eurosecurities initially lodged within Euroclear and/or Clearstream, Luxembourg to be traded into the NZClear System or to be subscribed through the NZClear System.

CDS Clearing and Depository Services Inc. (“CDS”) (Canada)

CDS was formed in November 2006 pursuant to the restructuring of The Canadian Depository for Securities Limited (“ CDS Ltd. ”). CDS is wholly owned by CDS Ltd. CDS Ltd. was incorporated in 1970 and remains the holding company for CDS and two other operating subsidiaries and is Canada’s national securities clearing and depository services organisation. CDS Ltd. is owned by TMX Group Limited.

Functioning as a service utility for the Canadian financial community, CDS provides a variety of computer automated services for financial institutions and investment dealers active in domestic and international capital markets. CDS participants (“ CDS Participants ”) include banks (including the Canadian Subcustodians (defined below)), investment dealers and trust companies and may include the Dealers or affiliates of the Dealers. Indirect access to CDS is available to other organisations that clear through or maintain a custodial relationship with a CDS Participant. Transfers of ownership and other interests, including cash distributions, in Notes in CDS may only be processed through CDS Participants and will be completed in accordance with existing CDS rules and procedures. CDS operates in Montreal, Toronto, Calgary and Vancouver to centralise securities clearing functions through a central securities depository.

CDS is the exclusive clearing house for equity trading on the Toronto Stock Exchange and also clears a substantial volume of over the counter trading in equities and bonds. The address for CDS is 85 Richmond Street West, Toronto, ON, Canada, M5H 2C9.

Global Clearance and Settlement Procedures

Initial settlement for Notes settling in CDS will be made in immediately available Canadian dollar funds. Such Notes will be registered in the name of CDS & CO., as nominee of CDS.

Beneficial interests in the relevant Global Note will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in CDS. If the Pricing Supplement indicates the Notes may clear in Euroclear and Clearstream, Luxembourg, investors may elect to hold interests in the Global Note directly through any of CDS (in Canada) or Clearstream, Luxembourg or Euroclear (in Europe) if they are participants of such systems, or indirectly through organisations which are participants in such systems. Links have been established among CDS, Euroclear and Clearstream, Luxembourg to facilitate issuance of Notes and cross-market transfers of Notes associated with secondary market trading. Clearstream, Luxembourg and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective Canadian subcustodians, each of which is a Canadian schedule I chartered bank ( Canadian Subcustodians ), which in turn will hold such interests in customers’ securities accounts in the names of the Canadian Subcustodians on the books of CDS. CDS will be directly linked to Euroclear and Clearstream, Luxembourg through the CDS accounts of their respective Canadian Subcustodians.

Secondary market trading between CDS Participants will be in accordance with market conventions applicable to transactions in book-based Canadian domestic bonds. Secondary market trading between Euroclear participants and/or Clearstream, Luxembourg participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.

Transfers between CDS and Euroclear or Clearstream, Luxembourg

Cross-market transfers between persons holding directly or indirectly through CDS Participants, on the one hand, and directly or indirectly through Euroclear participants or Clearstream, Luxembourg participants, on the other, will be effected in CDS in accordance with CDS rules; however, such cross-market transactions will require

delivery of instructions to the relevant clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. The relevant clearing system will, if the transaction meets its settlement requirements, deliver instructions to CDS directly or through its Canadian Subcustodian to take action to effect final settlement on its behalf by delivering or receiving Notes in CDS, and making or receiving payment in accordance with normal procedures for settlement in CDS. Euroclear participants and Clearstream, Luxembourg participants may not deliver instructions directly to CDS or the Canadian Subcustodians.

Because of time-zone differences, credits of Notes received in Euroclear or Clearstream, Luxembourg as a result of a transaction with a CDS Participant will be made during subsequent securities settlement processing and dated the business day following the CDS settlement date. Such credits or any transactions in such Notes settled during such processing will be reported to the relevant Euroclear participants or Clearstream, Luxembourg participants on such business day. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of Notes by or through a Euroclear participant or a Clearstream, Luxembourg participant to a CDS Participant will be received with value on the CDS settlement date but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day following settlement in CDS.

Summary of provisions relating to Euro Notes and Canadian Domestic Notes while in Global Form

This summary relates to the issue by the Issuer of Notes in bearer form (“ Euro Notes ”) pursuant to the Euro Fiscal Agency Agreement dated 31 October 2001 as amended and restated on 15 October 2002 as amended and restated or supplemented from time to time between the Issuer and the Fiscal Agent and Canadian Domestic Notes in registered form pursuant to a Canadian Registry Services Agreement, all having the benefit of the Deed of Covenant dated 12 October 2006 executed by the Issuer. All capitalised terms that are not defined in this summary have the meaning given to them in the “Terms and Conditions of the Notes”.

1 Initial Issue of Notes

Upon the initial deposit of a Temporary Global Note or a Permanent Global Note with a common depositary for Euroclear and Clearstream, Luxembourg (“ Common Depositary ”) or with a subcustodian for the CMU, or the initial deposit of a Registered Global Note with CDS Clearing and Depository Services Inc. and the initial registration of such Registered Global Note in the name of CDS & CO. as nominee of CDS (or any other nominee appointed by CDS) or in the name of a nominee for any other agreed clearing system, or a common nominee, and delivery of the relevant Global Note(s) to the appropriate depository, or a Common Depository, Euroclear, Clearstream, Luxembourg, CDS, the CMU or such other agreed clearing system will credit each subscriber with a principal amount of Notes equal to the principal amount for which it has subscribed and paid.

Notes that are initially deposited with the Common Depositary may also be credited to the accounts of subscribers with (if indicated in the relevant Pricing Supplement) other clearing systems through direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, Notes that are initially deposited with any other clearing system (including CDS) may similarly be credited through direct or indirect participants’ accounts with Euroclear, Clearstream, Luxembourg or other clearing systems. Notes issued in bearer form will initially be issued in the form of a Temporary Global Note or a Permanent Global Note as indicated in the applicable Pricing Supplement, which in either case, will be deposited on or prior to the original issue date to a Common Depositary. Canadian Domestic Notes and other Notes issued in registered form which are held in CDS or any other agreed clearing system, will be registered in the name of a nominee for such system and the relevant Registered Global Note will be delivered to the appropriate depository or a Common Depository, as the case may be.

2 Relationship of Accountholders with Clearing Systems

Save as provided in the following paragraphs, each of the persons shown in the records of Euroclear, Clearstream, Luxembourg, CDS or any other clearing system as the holder of a Note represented by a Global Note must look solely to Euroclear, Clearstream, Luxembourg, CDS or such clearing system (as the case may be) for his share of each payment made by the Issuer to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, and in relation to all other rights arising under the Global Notes subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream, Luxembourg, CDS or such clearing system (as the case may be). Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note and such obligations of the Issuer will be discharged by payment to the bearer or the registered holder (as the case may be) of such Global Note in respect of each amount so paid.

If a Global Note is lodged with a sub-custodian for the CMU, the person(s) for whose account(s) interests in such Global Note are credited as being held in the CMU in accordance with the CMU Rules as notified by the CMU to the CMU Lodging Agent in a relevant CMU Instrument Position Report or any other relevant notification by the CMU (which notification, in either case, shall be conclusive evidence of the records of the CMU save in the case of manifest error) shall be the only person(s) entitled (in the case of Registered Notes, directed or deemed by the CMU as entitled) to receive payments in respect of Notes represented by such Global Note and such obligations of the Issuer will be discharged by payment to, or to the order of, such person(s) for whose account(s) interests in such Global Note are credited as being held in the CMU in respect of each amount so paid. Each of the persons shown in the records of the CMU, as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to the CMU Lodging Agent for his share of each payment so made by us in respect of such Global Note.

None of the Issuer, the Registrars or the Agents have any responsibility or liability for any aspect of the records of CDS or any other relevant clearing system relating to, or payments made on account of, beneficial ownership interests in the Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Holders of beneficial interests in Global Notes held through CDS will not have a direct right to vote in respect of the Notes. Instead, such holders will be

permitted to act only to the extent they are enabled by CDS to appoint proxies under and in accordance with the rules and procedures of CDS.

3 Payments

Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date will be made against presentation of the Temporary Global Note only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interest in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, have given a like certification (based on the certifications it has received) to the Fiscal Agent. Payments of principal, interest (if any) or any other amounts on a Permanent Global Note (other than Notes held through the CMU), will be made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the Permanent Global Note without any requirement for certification. Payments of principal, interest (if any) or any other amounts on Canadian Domestic Notes in global form will be made through CDS in accordance with its rules and procedures. Payments of principal, interest (if any) or any other amounts on Notes held through the CMU shall be made to the person(s) for whose account(s) interests in the relevant Global Note are credited (as set out in a CMU Instrument Position Report or any other relevant notification supplied to the CMU Lodging Agent by the CMU).

4 Exchange

4.1 Temporary Global Notes

Each Temporary Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole or in part upon certification as to non-U.S. beneficial ownership in the form set out in the Euro Fiscal Agency Agreement for interests in a Permanent Global Note or, if so provided in the relevant Pricing Supplement, for Definitive Bearer Notes.

If:

(a) a Permanent Global Note has not been delivered or its principal amount increased by 5.00 p.m. (London time) on the seventh day after the bearer of a Temporary Global Note has requested exchange of an interest in the Temporary Global Note for an interest in a Permanent Global Note; or
(b) Definitive Bearer Notes have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer of a Temporary Global Note has requested exchange of the Temporary Global Note for Definitive Notes; or
(c) a Temporary Global Note (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of a Temporary Global Note has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest has not been made to the bearer of the Temporary Global Note in accordance with the terms of the Temporary Global Note on the due date for payment,

then the Temporary Global Note (including the obligations to deliver a Permanent Global Note or increase the principal amount thereof or deliver Definitive Notes, as the case may be) will become void at 5.00 p.m. (London time) on such seventh day (in the case of (a) above) or at 5.00 p.m. (London time) on such thirtieth day (in the case of (b) above) or at 5.00 p.m. (London time) on such due date (in the case of (c) above) and the bearer of the Temporary Global Note will have no further rights thereunder (but without prejudice to the rights which the bearer of the Temporary Global Note or others may have under a deed of covenant dated 12 October 2006 (“Deed of Covenant”) executed by the Issuer). Under the Deed of Covenant, persons shown in the records of Euroclear and/or Clearstream, Luxembourg, the CMU and/or any other relevant clearing system as being entitled to an interest in a Temporary Global Note will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately before the Temporary Global Note became void, they had been the holders of Definitive Bearer Notes in an aggregate principal amount equal to the principal amount of Notes they were shown as holding in the records of Euroclear and/or Clearstream, Luxembourg, the CMU and/or any other relevant clearing system.

The CMU may require that any such exchange for a Permanent Global Note is made in whole and not in part and in such event, no such exchange will be effected until all relevant account holders (as set out in a CMU Instrument Position Report (as defined in the rules of the CMU) or any other relevant notification supplied to the CMU Lodging Agent by the CMU) have so certified.

4.2 Permanent Global Notes

Each Permanent Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole but not, except as provided under “Partial Exchange of Permanent Global Notes”, in part for Definitive Bearer Notes (i) if the Permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg, the CMU or any other clearing system (an “ Alternative Clearing System ”) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so or (ii) if principal in respect of any Notes is not paid when due, by the holder (or, in the case of Notes cleared through the CMU, by the relevant account holders therein) giving notice to the Fiscal Agent (or, in the case of Notes cleared through the CMU, to the CMU Lodging Agent) of its election for such exchange.

If:

(a) Definitive Bearer Notes have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer of a Permanent Global Note has duly requested exchange of the Permanent Global Note for Definitive Bearer Notes; or
(b) a Permanent Global Note (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Notes or the date for final redemption of the Notes has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest has not been made to the bearer of the Permanent Global Note in accordance with the terms of the Permanent Global Note on the due date for payment,

then the Permanent Global Note (including the obligation to deliver Definitive Notes) will become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (a) above) or at 5.00 p.m. (London time) on such due date (in the case of (b) above) and the bearer of the Permanent Global Note will have no further rights under it (but without prejudice to the rights which the bearer of the Permanent Global Note or others may have under the Deed of Covenant). Under the Deed of Covenant, persons shown in the records of Euroclear and/or Clearstream, Luxembourg, the CMU and/or any other relevant clearing system as being entitled to an interest in a Permanent Global Note will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately before the Permanent Global Note became void, they had been the holders of Definitive Notes in an aggregate principal amount equal to the principal amount of Notes they were shown as holding in the records of Euroclear and/or Clearstream, Luxembourg, the CMU and/or any other relevant clearing system.

4.3 Partial exchange of Permanent Global Notes

For so long as a Permanent Global Note is held on behalf of a clearing system and the rules of that clearing system permit, such Permanent Global Note will be exchangeable in part on one or more occasions for Definitive Bearer Notes (a) if principal in respect of any Notes is not paid when due or (b) if so provided in, and in accordance with, the Conditions (which will be set out in the relevant Pricing Supplement) relating to Partly Paid Notes.

4.4 Exchange of Registered Global Notes

Registered Global Notes will be exchangeable in whole (or in part if the Registered Global Note is held by or on behalf of CDS or any other agreed clearing system and the rules of such clearing system then permit) for definitive Registered Notes only in the limited circumstances set out in the Registered Global Note, at the cost and expense of the Issuer. A beneficial interest in a Canadian Domestic Note will, subject to compliance with all applicable legal and regulatory restrictions, be exchangeable for Registered Notes in definitive form or for a beneficial interest in another Canadian Domestic Note only in the Specified Denominations set out in the applicable Pricing Supplement and only in accordance with the rules and operating procedures for the time being of the CDS and in accordance with the terms and conditions specified in the Canadian Registry Services Agreement.

4.5 Delivery of Notes

On or after any due date for exchange the holder of a Global Note in bearer form may surrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Fiscal Agent (or in the case of Notes lodged with the CMU, the CMU Lodging Agent). In exchange for any such Global Note, or the part of it to be exchanged, the Issuer will deliver, or procure the delivery of, a Permanent Global Note in an aggregate principal amount equal to that of the whole or that part of a Temporary Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the endorsement of, a Permanent Global Note to reflect such exchange. In this Offering Circular, “ Definitive Notes ” means, in relation to any Global Note, the definitive Bearer Notes or the definitive Registered Notes for which such Global Note may be exchanged (if appropriate, having

attached to them all Coupons and Receipts in respect of interest or Instalment Amounts that have not already been paid on the Global Note and a Talon). Definitive Notes will be security printed and printed in accordance with any applicable legal and stock exchange requirements in or substantially in the form set out in the schedules to the Euro Fiscal Agency Agreement, or the Canadian Registry Services Agreement, as the case may be. On exchange in full of each Permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes.

4.6 Exchange Date

“Exchange Date” means, in relation to a Temporary Global Note, the day falling after the expiry of 40 days after its issue date and, in relation to a Permanent Global Note, a day falling not less than 60 days, or in the case of failure to pay principal in respect of any Notes when due 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Fiscal Agent (or, in the case of Notes cleared through the CMU, the CMU Lodging Agent) is located and in the city in which the relevant clearing system is located.

5 Transfers

Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, CDS, the CMU or any other agreed clearing system as the case may be. Interests in Global Notes will be transferable in multiples of €100,000 (or its equivalent in other currencies) unless otherwise specified in the Pricing Supplement. Transfers of beneficial interests in Canadian Domestic Notes will be effected by CDS in accordance with its rules and procedures and, in turn, by book entries made in the accounts of participants and, if appropriate, indirect participants in CDS acting on behalf of beneficial transferors and transferees of such interests.

6 Conditions applicable to Global Notes

Each Global Note contains provisions which modify the Terms and Conditions of the Notes as they apply to the Global Note. The following is a summary of certain of those provisions:

(a) Meetings: The holder of a Permanent Global Note or Registered Global Note shall (unless such Permanent Global Note or Registered Global Note represents only one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of holders and, at any such meeting, the holder of a Permanent Global Note or Registered Global Note shall be treated as having one vote in respect of each minimum Specified Denomination of Notes for which such Global Note may be exchanged.
(b) Cancellation: Cancellation of any Note represented by a Permanent Global Note or Registered Global Note that is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the principal amount of the relevant Permanent Global Note or Registered Global Note.
(c) Purchase: Notes represented by a Permanent Global Note or Registered Global Note may be purchased by the Issuer or any of its Subsidiaries at any time in the open market or otherwise and at any price.
(d) Issuer’s call options: Any option of the Issuer provided for in the Conditions of the Notes while such Notes are represented by a Global Note shall be exercised by the Issuer giving notice to the holders within the time limits set out in and containing the information required by the Conditions, except that the notice is not required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes is required. If any option of the Issuer is exercised in respect of some but not all of the Notes of any Series, the rights of accountholders with a clearing system in respect of the Notes are governed by the standard procedures of Euroclear, Clearstream, Luxembourg, CDS, the CMU or any other clearing system (as the case may be).
(e) Investors’ put option: Any option of the holders provided for in the Conditions of any Notes while such Notes are represented by a Global Note may be exercised by the holder of such Global Note, giving notice to the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) or Registrar, as the case may be, within the time limits relating to the deposit of Notes with the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) or Registrar, as the case may be, substantially in the form of the notice available from the Principal Paying Agent (or, in the case of Notes held through the CMU, the CMU Lodging Agent) or any Paying Agent or Registrar, as the case may be, except that the notice is not required to contain the serial numbers of the Notes in respect

of which the option has been exercised, and stating the principal amount of Notes in respect of which the option is exercised and at the same time presenting for notation the Global Note to the Fiscal Agent or Registrar, as the case may be.

7 Partly Paid Notes

While any instalments of the subscription moneys due from the holder of Partly Paid Notes are overdue, no interest in a Temporary Global Note representing such Notes may be exchanged for any interest in a Permanent Global Note or for Definitive Notes (as the case may be). If any Noteholder fails to pay any instalment due on any Partly Paid Notes within the time specified, the Issuer may forfeit such Notes and shall have no further obligation to their holder in respect of them.

Sale and subscription

Summary of Dealer Agreement

Subject to the terms and on the conditions contained in a Dealer Agreement dated 31 October 2001 as amended and/or restated from time to time (“ Dealer Agreement ”) between the Issuer, the Arranger and the financial institutions party thereto as Dealers, the Notes will be offered by the Issuer to the Dealers. The Notes may be resold at prevailing market prices, or at related prices, at the time of such resale, as determined by the relevant Dealer. The Notes may also be sold by the Issuer through the Dealers, acting as agents of the Issuer. The Dealer Agreement also provides for Notes to be issued in syndicated Tranches that may be jointly and severally underwritten by two or more Dealers.

The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes and to pay the Dealers certain fees and commissions. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe for Notes in certain circumstances prior to payment for such Notes being made to the Issuer.

No action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of the Prospectus or any other offering material or any Pricing Supplement, in any country or jurisdiction where action for that purpose is required. Neither the Issuer nor any Dealer represents that any Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

Persons into whose hands this Offering Circular comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, offer, sell or deliver Notes or have in their possession or distribute the Prospectus or such other offering material and to obtain any authorisation, consent, approval or permission required by them for the purchase, offer, sale or delivery by them of any Notes under any law, regulation or directive in force in any jurisdiction to which they are subject or in which they make such purchases, offers, sales or deliveries, in all cases at their own expense, and neither the Issuer nor any Dealer shall have responsibility therefor. In accordance with the above, any Notes purchased by any person which it wishes to offer for sale or resale may not be offered in any jurisdiction in circumstances which would result in the Issuer being obliged to register any further prospectus or corresponding document relating to the Notes in such jurisdiction.

Each Dealer appointed under the Program will be required to agree with the Issuer that it will observe all applicable laws and regulations in any jurisdiction in which it may offer, sell or deliver Notes and that it will not, directly or indirectly, offer, sell or deliver Notes or distribute or publish this document, any prospectus, circular, advertisement or other offering material (including, without limitation, any supplement to this document) in relation to the Notes in or from any country of jurisdiction except under circumstances that will to the best of its knowledge and belief result in compliance with any applicable laws and regulations, and all offers, sales and deliveries of Notes by it will be made on the foregoing terms.

In addition and unless the Pricing Supplement otherwise provides, each Dealer appointed under the Program will be required to agree with the Issuer that, in connection with the primary distribution of the Notes which are specified in the relevant Pricing Supplement as being Public Offer Test Compliant, it will not (directly or indirectly) sell Notes to any person in circumstances where employees of the Dealer directly involved in the sale, know or have reasonable grounds to suspect, the Notes (or an interest in or right in respect of the Notes) were being or would later be, acquired either directly or indirectly by an Offshore Associate (as defined in the Dealer Agreement) of the Issuer other than one acting in the capacity of a dealer, manager or underwriter in relation to the placement of those Notes or a clearing house, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act.

Selling Restrictions

Set out below are selling restrictions in respect of:

Australia • The Netherlands • Switzerland
• Canada; • New Zealand • Taiwan • European Economic Area • People’s Republic of China • United Kingdom • Hong Kong • Republic of Italy • United States of America • Japan • Singapore

Australia

No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the Program or the Notes has been or will be lodged with ASIC. Each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that, unless the relevant Pricing Supplement (or relevant supplement to this Offering Circular) otherwise provides, it:

(a) has not offered or invited applications, and will not offer or invite applications for the issue, sale or purchase of the Notes in Australia (including an offer or invitation which is received by a person in Australia); and
(b) has not distributed or published, and will not distribute or publish, the Prospectus or any other offering material or advertisement relating to the Notes in Australia,

unless (i) the aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent in other currencies, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Parts 6D.2 or 7.9 of the Corporations Act, (ii) such action complies with all applicable laws, regulations and directives in Australia (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act); (iii) the offer or invitation does not constitute an offer or invitation to a person in Australia who is a “retail client” as defined for the purposes of Section 761G of the Corporations Act; and (iv) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.

Canada

Each Dealer has represented and warranted to and agreed with, and each further Dealer appointed under the Program will be required to represent and warrant to and agree with, the Issuer that:

(a) the sale and delivery of any Notes to any purchaser who is a resident of Canada or otherwise subject to the laws of Canada or who is purchasing for a principal who is a resident of Canada or otherwise subject to the laws of Canada (each such purchaser or principal a “ Canadian Purchaser” ) by such Dealer shall be made so as to be exempt from the prospectus filing requirements and exempt from, or in compliance with, the dealer registration requirements of all applicable securities laws and regulations, rulings and orders made thereunder and rules, instruments and policy statements issued and adopted by the relevant securities regulator or regulatory authority, including those applicable in each of the provinces and territories of Canada (the “ Canadian Securities Laws” );
(b) (i) where required under applicable Canadian Securities Laws, it is appropriately registered under the applicable Canadian Securities Laws in each province and territory to sell and deliver the Notes to each Canadian Purchaser that is a resident of, or otherwise subject to the Canadian Securities Laws of, such province or territory, and to whom it sells or delivers any Notes, or such sale and delivery will be made through an affiliate of it that is so registered if the affiliate is registered in a category that permits such sale and has agreed to make such sale and delivery in compliance with the representations, warranties and agreements set out herein, or (ii) provided the Notes are offered primarily outside Canada, the dealer is permitted to rely on the “international dealer” exemption, has complied with all requirements of that exemption and has provided notice to such investor, as required by National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registration Obligations (“NI 31-103”);
(c) it will comply with all relevant Canadian Securities Laws concerning any resale of the Notes by it and will prepare, execute, deliver and file all documentation required by the applicable Canadian Securities Laws to permit each resale by it of Notes to a Canadian Purchaser;
(d) it will ensure that each Canadian Purchaser purchasing from it (i) has represented to it that such Canadian Purchaser is a resident in, and subject to the Canadian Securities Laws of, a province or territory of Canada, or is a corporation, partnership, or other entity, resident and created in or organised under the laws of Canada or any province or territory thereof, (ii) has represented to it that such Canadian Purchaser is an “accredited investor” as defined in section 1.1 of National Instrument 45-106- Prospectus and Registration Exemptions (NI 45-106) and which categories set forth in the relevant definition of “accredited investor” in NI 45-106 correctly describes such Canadian Purchaser and, where (b)(ii) applies, has also represented to it that such Canadian Purchaser is a “permitted client” as defined in section 1.1 of NI 31-103 and a “Canadian permitted client” as defined in section 8.18(1) of NI 31-103 (iii) has represented to it that it is not a person created or used solely to purchase or hold the Notes as an accredited investor as described in Section 2.3(5) of NI 45-106, and (iv) consents to

disclosure of all required information about the purchase to the relevant Canadian securities regulatory authorities;

(e) the offer and sale of the Notes by it was not made through or accompanied by any advertisement of the Notes, including, without limitation, in printed media of general and regular paid circulation, radio, television, or telecommunications, including electronic display or any other form of advertising or as part of a general solicitation in Canada by it;
(f) it has not provided and will not provide to any Canadian Purchaser any document or other material that would constitute an offering memorandum (other than a Canadian offering memorandum prepared in connection with the issue of the relevant Notes (the “ Canadian Offering Memorandum ”));
(g) it will ensure that each Canadian Purchaser purchasing from it is advised that no securities commission, stock exchange or other similar regulatory authority in Canada has reviewed or in any way passed upon the Canadian Offering Memorandum or the merits of the Notes described therein, nor has any such securities commission, stock exchange or other similar regulatory authority in Canada made any recommendation or endorsement with respect to the Notes (and a statement to such effect in the Canadian Offering Memorandum delivered to such Canadian Purchaser shall constitute such disclosure);
(h) it has not made and it will not make any written or oral representations to any Canadian Purchaser (i) that any person will resell or repurchase the Notes purchased by such Canadian Purchaser; (ii) that the Notes will be freely tradeable by the Canadian Purchaser without any restrictions or hold periods; (iii) that any person will refund the purchase price of the Notes; or (iv) as to the future price or value of the Notes; and
(i) it will inform each Canadian Purchaser purchasing from it (i) that the Issuer is not a “reporting issuer” (as defined under applicable Canadian Securities Laws) and is not, and may never be, a reporting issuer in any province or territory of Canada and there currently is no public market in Canada for any of the Notes, and one may never develop; (ii) that the Notes will be subject to resale restrictions under applicable Canadian Securities Laws; and (iii) such Canadian Purchaser’s name and other specified information will be disclosed to the relevant Canadian securities regulators or regulatory authorities and may become available to the public in accordance with applicable laws (and a statement to such effect in the Canadian Offering Memorandum delivered to such Canadian Purchaser shall constitute such disclosure).

European Economic Area (“EEA”) - Public Offer Selling Restriction Under the Prospectus Directive

Unless otherwise stated in this “Sale and subscription” section, in relation to each EEA State which has implemented the Prospectus Directive (each a “ Relevant EEA State ”), each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant EEA State (the “ Relevant Implementation Date ”) it has not made and will not make an offer of Notes, which are the subject of the offering contemplated by this Offering Circular as completed by the Pricing Supplement in relation thereto, to the public in that Relevant EEA State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant EEA State:

(a) at any time to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;
(b) at any time to fewer than 100 or, if the Relevant EEA State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “ offer of Notes to the public ” in relation to any Notes in any Relevant EEA State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant EEA State by any measure implementing the Prospectus Directive in that Relevant EEA State and the expression “ Prospectus Directive ” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant

EEA State) and includes any relevant implementing measure in each Relevant EEA State and the expression “ 2010 PD Amending Directive ” means Directive 2010/73/EU.

This European Economic Area selling restriction is in addition to any other selling restriction set out in this Offering Circular.

Hong Kong

Each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that:

(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes (except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) (as amended) of Hong Kong (the “ SFO ”) other than (i) to "professional investors" as defined in that Ordinance and any rules made under that Ordinance, or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) (as amended) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
(b) it has not issued, or had in its possession for the purpose of issue, and will not issue, or have in its possession for the purpose of issue, whether in Hong Kong or elsewhere, any advertisement, invitation, prospectus or other offering material or other document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the applicable securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under that Ordinance.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “ Financial Instruments and Exchange Law” ) and, accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Selling Restrictions Addressing Additional Securities Laws of The Netherlands

Specific Dutch selling restriction for exempt offers

Each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that it will not make an offer of Notes to the public in The Netherlands in reliance on Article 3(2) of the Prospectus Directive unless:

(a) such offer is made exclusively to legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorised discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands; or
(b) standard exemption logo and wording are disclosed as required by article 5:20(5) of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the “ FMSA ”); or
(c) such offer is otherwise made in circumstances in which article 5:20(5) of the FMSA is not applicable,

provided that no such offer of Notes shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the PD.

For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes in the Netherlands has the meaning given to it above in the paragraph headed with “Public Offer Selling Restriction Under the Prospectus Directive”.

Zero Coupon Notes

Zero Coupon Notes in definitive form issued by the Issuer may only be transferred and accepted, directly or indirectly, within, from or into the Netherlands through the mediation of either the Issuer or a member firm of Euronext Amsterdam N.V., with due observance of the Dutch Savings Certificates Act (Wet inzake Spaarbewijzen) of 21 May 1985 (as amended) and its implementing regulations (“ Savings Certificates Act ”). No such mediation is required in respect of: (i) the transfer and acceptance of rights representing an interest in a Zero Coupon Note in global form; (ii) the initial issue of Zero Coupon Notes in definitive form to the first holders thereof; (iii) in respect of the transfer and acceptances of Zero Coupon Notes in definitive form between individuals not acting in the conduct of a business or profession; or (iv) the transfer and acceptance of such Notes within, from or into the Netherlands if all Zero Coupon Notes (either in definitive form or as rights representing an interest in a Zero Coupon Note in global form) of any particular Series are issued outside the Netherlands and are not distributed within the Netherlands in the course of initial distribution or immediately thereafter. In the event that the Savings Certificates Act applies, certain identification requirements in relation to the issue and transfer of and payments on Zero Coupon Notes have to be complied with and, in addition thereto, if such Zero Coupon Notes in definitive form do not qualify as commercial paper traded between professional borrowers and lenders within the meaning of the agreement of 2 February 1987 attached to the Royal Decree of 11 March 1987 (Staatscourant 129) (as amended), each transfer and acceptance should be recorded in a transaction note, including the name and address of each party to the transaction and the details and serial numbers of such Notes.

For purposes of the paragraph above, “Zero Coupon Notes” are Notes that are in bearer form (whether in definitive or in global form) and that constitute a claim for a fixed sum against the Issuer and on which interest does not become due during their tenor or on which no interest is due whatsoever.

New Zealand

Each Dealer appointed under the Program will be required to represent and agree, that:

(a) it has not offered or sold, and will not offer or sell, directly or indirectly, any Notes; and
(b) it has not distributed and will not distribute, directly or indirectly, any offering materials or advertisement in relation to any offer of Notes,

in each case in New Zealand other than:

(i) at all times while Part 2 of the Securities Act 1978 of New Zealand (the “ NZ Securities Act ”) remains in force:
(A) to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or
(B) to persons who in all the circumstances can properly be regarded as having been selected otherwise than as members of the public; or
(C) to persons who are each required to pay a minimum subscription price of at least N.Z.$500,000 for the Notes before the allotment of those Notes (disregarding any amounts payable, or paid, out of money lent by the Issuer or any associated person of the Issuer); or
(D) to persons who are eligible persons within the meaning of section 5(2CC) of the NZ Securities Act; or
(E) in other circumstances where there is no contravention of the NZ Securities Act; and
(ii) if the New Zealand Parliament enacts new legislation that applies, either directly or indirectly, to the offer of Notes (“ New Legislation ”), in circumstances where there is no contravention of the New Legislation.

People’s Republic of China

Each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree that the Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the PRC (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by all relevant laws and regulations of the PRC.

This Offering Circular does not constitute an offer to sell, or the solicitation of an offer to buy, any Notes in the PRC to any person to whom it is unlawful to make the offer of solicitation in the PRC.

The Notes may not be offered, sold or delivered, or offered, sold or delivered to any person for reoffering or resale or redelivery, in any such case directly or indirectly (i) by means of any advertisement, invitation, document or activity which is directed at, or the contents of which are likely to be accessed or read by, the public in the PRC, or (ii) to any person within the PRC, other than in full compliance with the relevant laws and regulations of the PRC.

Investors in the PRC are responsible for obtaining all relevant government regulatory approvals/licences, verification and/or registrations themselves, including, but not limited to, those which may be required by the China Securities Regulatory Commission, the State Administration of Foreign Exchange and/or the China Banking Regulatory Commission, and complying with all relevant PRC laws and regulations, including, but not limited to, all relevant foreign exchange regulations and/or securities investment regulations.

Selling Restrictions Addressing Additional Securities Laws of the Republic of Italy

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree that, save as set out below, it has not offered or sold, and will not offer or sell, any Notes in the Republic of Italy in an offer to the public and that sales of the Notes in the Republic of Italy shall be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulation.

Accordingly, each of the Dealers has represented and agreed that it will not offer, sell or deliver any Notes or distribute copies of this Offering Circular and any other document relating to the Notes in the Republic of Italy except:

(1) to " qualified investors ", as referred to in Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the " Decree No. 58 ") and defined in Article 34- ter , paragraph 1, let. b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended (" Regulation No. 11971 "); or
(2) in any other circumstances where an express exemption from compliance with the offer restrictions applies, as provided under Decree No. 58 or Regulation No. 11971.

Any such offer, sale or delivery of the Notes or distribution of copies of this Offering Circular or any other document relating to the Notes in the Republic of Italy must be:

(a) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended, Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007, as amended and any other applicable laws and regulations; and
(b) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

Provisions relating to the secondary market in the Republic of Italy

Investors should also note that, in any subsequent distribution of the Notes in the Republic of Italy, Article 100- bis of Decree No. 58 may require compliance with the law relating to public offers of securities. Furthermore, where the Notes are placed solely with "qualified investors" and are then systematically resold on the secondary market at any time in the 12 months following such placing, purchasers of Notes who are acting outside of the course of their business or profession may in certain circumstances be entitled to declare such purchase void and, in addition, to claim damages from any authorised person at whose premises the Notes were purchased, unless an exemption provided for under Decree No. 58 applies.

Singapore

This Offering Circular has not been, and will not be, registered as a prospectus with the Monetary Authority of Singapore, and the Notes will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the “ Securities and Futures Act ”). Accordingly, each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Program will be required to represent, warrant and agree that the Notes have not been offered or sold and will not be offered or sold or made the subject of an invitation for subscription or purchase nor will this Offering Circular or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act (b) to a relevant person under Section 275(1) of the Securities and Futures Act, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Where the Notes are subscribed or purchased in reliance of an exemption under Section 274 or 275 of the Securities and Futures Act, the Notes shall not be sold within the period of 6 months from the date of the initial acquisition of the Notes, except to any of the following persons:

(a) an institutional investor (as defined in Section 4A of the Securities and Futures Act);
(b) a relevant person (as defined in Section 275(2) of the Securities and Futures Act); or
(c) any person pursuant to an offer referred to in Section 275(1A) of the Securities and Futures Act,

unless expressly specified otherwise in Section 276(7) of the Securities and Futures Act or Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Where the Notes are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the Securities and Futures Act except:

(i) to an institutional investor or a relevant person (as defined in Section 275(2) of the Securities and Futures Act) or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act;
(b) (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the Securities and Futures Act or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the Securities and Futures Act;
(ii) where no consideration is, or will be, given for the transfer;
(iii) where the transfer is by operation of law;
(iv) pursuant to Section 276(7) of the Securities and Futures Act; or
(v) pursuant to Regulation 32 of the Securities and Futures (Offers of Investments, Shares and Debentures) Regulations 2005 of Singapore.

Switzerland

Each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that it (i) will only offer or sell Notes in, into or from Switzerland in compliance with all applicable laws and regulations in force in Switzerland and (ii) will to the extent necessary, obtain any consent, approval or permission required, for the offer or sale by it of Notes under the laws and regulations in force in Switzerland.

This document does not constitute a prospectus within the meaning of the Swiss Code of Obligations (“ CO ”) or the Swiss Collective Investment Schemes Act (“ CISA ”), as the case may be. Only the relevant offering circular for the offering of Notes in, into or from Switzerland and any information required to ensure compliance with the CO and all other applicable laws and regulations of Switzerland (in particular, additional and updated corporate and financial information that shall be provided by the relevant Issuer) may be used in the context of a public offer in, into or from Switzerland. Each Dealer has therefore represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that the relevant offering circular and such information shall be furnished to any potential purchaser in Switzerland upon request in such manner and at such times as required by the CO and all other applicable laws and regulations of Switzerland.

If and to the extent that the Notes qualify as a structured product within the meaning of the CISA, each Dealer has represented and agreed, and each further Dealer appointed under the Program will be required to represent and agree, that it will not offer or distribute the Notes by means of a public offering in, into or from Switzerland, as such term is interpreted from time to time under the CISA or under the CO (to the extent applicable), unless the

Notes are offered and distributed in, into or from Switzerland in compliance with the CISA and its implementing ordinances, including that all relevant licences have been obtained and that a simplified prospectus within the meaning of Article 5 CISA has been prepared to be furnished to any potential purchaser in Switzerland upon request in such manner and at such times as required by the CISA and all other applicable laws and regulations of Switzerland.

Taiwan

The Notes have not been, and will not be, registered with the Financial Supervisory Commission of Taiwan, the Republic of China (“ Taiwan ”) pursuant to applicable securities laws and regulations. No person or entity in Taiwan is authorised to distribute or otherwise intermediate the offering of the Notes or the provision of information relating to the Programme, including, but not limited to, this Offering Circular. The Notes may be made available for purchase outside Taiwan by investors residing in Taiwan (either directly or through properly licensed Taiwan intermediaries acting on behalf of such investors), but may not be issued, offered or sold in Taiwan.

Selling Restrictions Addressing Additional United Kingdom Securities Laws

Each Dealer appointed under the Program has agreed, and each further Dealer appointed under the Program will be required to represent and agree, that:

(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business, and (ii) it has not offered or sold and will not offer or sell such Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;
(b) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(l) FSMA does not apply to the Issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the any Notes in, from or otherwise involving the United Kingdom.

United States of America

Regulation S Category 2; TEFRA D (or TEFRA C if specified in the applicable Pricing Supplement)

The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement or in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act, including, without limitation, in accordance with Regulation S under the Securities Act. Regulation S provides a non-exclusive safe harbour from the application of the registration requirements of the Securities Act. Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act.

Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. tax regulations. Terms used in the preceding sentence have the meanings given to them by the United States Internal Revenue Code and regulations thereunder.

Each Dealer appointed under the Program will be required to agree that, except as permitted by the Dealer Agreement, it has not offered, sold, resold or delivered and will not offer, sell, resell or deliver Notes,

(a) as part of its distribution at any time; or
(b) otherwise until 40 days after the later of the commencement of the offering and the closing date for the offering of the Notes comprising the relevant Tranche, as certified to the Euro Fiscal Agent or the Australian Registrar or the New Zealand Registrar or the Canadian Registrar (as the case may be) or the Issuer by such Dealer (or, in the case of a sale of a Tranche of Notes to or through more than one Dealer, by each of such Dealers as to Notes of such Tranche purchased by or through it, in which case the Euro Fiscal Agent or the Australian Registrar or the New Zealand Registrar or the Canadian

Registrar (as the case may be) or the Issuer shall notify each such Dealer when all such Dealers have so certified),

within the United States or to, or for the account or benefit of, U.S. persons and such Dealer will offer, sell, resell or deliver Notes only in accordance with Rule 903 of Regulation S, or if applicable, Rule 144A under the Securities Act, and such Dealer will have sent to each dealer to which it sells Notes during the relevant distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offering of Notes comprising any Tranche, any offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

Each issue of Index Linked Interest Notes and Dual Currency Notes is subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer or Dealers agree as a term of the issue and purchase of such Notes, which additional selling restrictions will be set out in the applicable Final Terms. The Dealers have agreed and each subsequent Dealer appointed under the Program will agree that they will offer, sell or deliver such Notes only in compliance with such additional U.S. selling restrictions.

In addition (in relation to Notes in bearer form with a maturity of more than one year):

(a) except to the extent permitted under U.S. Treasury Regulation (“ D Rules ”), each Dealer:
(i) has represented and covenanted that it has not offered or sold, and agreed that during the restricted period it will not offer or sell, Notes to a person who is within the United States or its possessions or to a United States person, and
(ii) represented and covenanted that it has not delivered and agrees and covenants that it will not deliver within the United States or its possessions definitive Notes that are sold during the restricted period;
(b) each Dealer has represented and covenanted that it has and agreed and covenanted that throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that such Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;
(c) if it is a United States person, each Dealer has represented and covenanted that it is acquiring the Notes for purposes of resale in connection with their original issue and if it retains Notes for its own account, it will only do so in accordance with the requirements of U.S. Treasury Regulation §1.163-5(c)(2)(i)(D)(6);
(d) with respect to each affiliate that acquires from it Notes for the purpose of offering or selling such Notes during the restricted period, each Dealer has either:
(i) repeated and confirmed the representations, covenants and agreements contained in clauses (a), (b) and (c) on its behalf; or
(ii) agreed and covenanted that it will obtain from such affiliate for the benefit of Telstra the representations, covenants and agreements contained in clauses (a), (b) and (c).

Terms used in clauses (a), (b), (c) and (d) have the meaning given to them by the U.S. Internal Revenue Code and regulations thereunder, including the D Rules.

In respect of Notes in bearer form where TEFRA C is specified in the applicable Pricing Supplement, such Notes must be issued and delivered outside the United States and its possessions in connection with their original issuance. Each Dealer represents, covenants and agrees (1) that it has not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly (including through an agent), such Notes within the United States or its possessions in connection with their original issuance; and (2) that it has not communicated, and will not communicate, directly or indirectly (including through an agent), with a prospective purchaser if either the Dealer, its agent or such purchaser is within the United States or its possessions and will not otherwise involve its United States office or a United States possession office in the offer, sale, delivery, advertisement or promotion of such Notes. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and U.S. Treasury Regulation section 1.163-5(c)(2)(i)(C).

100

General

The restrictions on offerings may be modified by the agreement of the Issuer and the Dealers following a change in or clarification of a relevant law, regulation, directive, request or guideline having the force of law in the country concerned or any change in or introduction of any of them or in their interpretation or administration. Any such modification will be set out in the applicable Pricing Supplement applicable to each Series of Notes or in a supplement to this document.

101

Form of Pricing Supplement

Pricing Supplement dated [ ]

==> picture [101 x 42] intentionally omitted <==

Telstra Corporation Limited

(ABN 33 051 775 556)

(incorporated with limited liability in the Commonwealth of Australia)

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]

under the

€15,000,000,000 Debt Issuance Program

Terms used in this document are deemed to be defined as such for the purposes of the Conditions (the Conditions ) set forth in the Offering Circular dated [•] 2013 [and the supplement dated [ date ]] ([together,] the “ Offering Circular ”]. This document constitutes the Pricing Supplement for the Notes and must be read in conjunction with the Offering Circular. [Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular.] The Offering Circular is available for viewing on the Issuer’s website, www.telstra.com.au.

The following alternative language applies if the first tranche of an issue which is being increased was issued under a Prospectus with an earlier date.

Terms used in this document are deemed to be defined as such for the purposes of the Conditions (the Conditions ) set forth in the Prospectus for the Program dated [ original date ] and incorporated by reference into the Offering Circular and which are attached hereto.

1 Issuer: Telstra Corporation Limited 2 (i) Series Number: [ ] (ii) Tranche Number: [ ] [ If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible ]
3 Specified Currency or Currencies [ ] 4 Aggregate Nominal Amount: (i) Series: [ ] (ii) Tranche: [ ]
5 Issue Price: [ ] percent of the Aggregate Nominal Amount [plus accrued interest from [ ]
6 (i) Specified Denomination(s): [ ] [ Where multiple denominations above €100,000 or equivalent are being used the following sample wording should be followed: “[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].” ]

[ Notes (including Notes denominated in Sterling) in respect of which the issue proceeds are to be

102

			accepted by the Issuer in the United Kingdom, or	accepted by the Issuer in the United Kingdom, or
			whose issue otherwise constitutes a contravention of
			section 19 FSMA and which have a maturity of less
			than one year must have a minimum denomination of
			£100,000 (or its equivalent in other Specified
			Currencies).]
			[For Australian Domestic Notes, New	Zealand
			Domestic Notes or Canadian Domestic Notes, insert
			relevant denomination, typically A$/NZ$10,000 or
			CAD$[]*.]
	(ii)	Calculation Amount:	[If there is only one Specified Denomination, insert the
			Specified Denomination.
			If there is more than one Specified Denomination or
			the circumstances specified in the notes to	item 6(i)
			apply, insert the highest common factor. Note: There
			must be a common factor in the case of two	or more
			Specified Denominations.]
7	(i)	Issue Date:	[ ]
	(ii)	Interest Commencement Date:	[Issue Date/Specify other]
8	Maturity Date:		[Fixed rate - specify date
			Floating rate - specify Interest Payment Date falling in
			the relevant month and year]
9	Record Date		In the case of payments of interest, the	close of
			business in the place where the relevant Register is
			maintained on the [ ] calendar day before the	relevant
			date for payment or any date so described in the
			relevant Pricing Supplement.
10	Interest Basis:		[Fixed Rate]
			[Specify reference rate + / - [ ]% Floating Rate]
			[Zero Coupon]
			[Index Linked Interest]
11	Redemption / Payment Basis:		[Redemption at par]
			[Partly Paid]
			[Instalment]
			[Index Linked Redemption]
			[Dual Currency]
12	Change of Interest or Redemption /		[Specify details of any provision for change of Notes
	Payment Basis:		into another interest or redemption/payment basis]
13	Put / Call Options:		[Investor Put]
			[Issuer Call]
			[Not Applicable]
14	Date of Board approval for borrowing		[ ]
	program and issuance of Notes

103

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15 Fixed Rate Note Provisions [Applicable] [Not Applicable]

[ If not applicable, delete the remaining sub-paragraphs of this paragraph ]

(i) Fixed Rate[(s)] of Interest: [ ] percent per annum [payable annually / semiannually / quarterly / monthly] in arrears.]
(ii) Interest Payment Date(s): [ ] in each year, [adjusted in accordance with [ specify Business Day Convention and any applicable Additional Financial Centre(s) for the definition of Business Day]/ not adjusted]. ( Amend as applicable for any long or short coupons.) (Note that the Principal Financial Centre(s) for the Specified Currency are referred in the Condition 36.1) .[1]
(iii) Fixed Coupon Amount[(s)]: [Not Applicable] [[ ] per Calculation Amount][2]
(iv) Broken Amount(s): [ ] per Calculation Amount, payable on the Interest Payment Date falling [in / on] [ ].
(v) Day Count Fraction: [Actual/Actual (ICMA)] [Actual/365] [Actual/Actual (ISDA)] [Actual/365 (Fixed)][3] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [RBA Bond Basis] [Australian Bond Basis] [NZ Govt Bond Basis] [Actual/Actual Canadian Compound Method]
(vi) Business Day Convention: [Floating Rate Convention] [Following Business Day Convention] [Modified Following Business Day Convention] [Preceding Business Day Convention] [(adjusted) / (no adjustment)] [ Specify unless no adjustment is required in which case “no adjustment”. If nothing is specified Following Business Day Convention applies. Care should be taken to match the maturity date (as well as other key dates) of the Notes with any underlying swap transactions. Since maturity dates do not

1 Note that for certain Hong Kong dollar and Renminbi denominated Fixed Rate Notes, the Interest Payment Dates are subject to modification and the following words should be added: "provided that if any Interest Payment Date falls on a day which is not a Business Day, the Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day. For these purposes, “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks and foreign exchange markets settle payments [in Renminbi] and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Hong Kong [and [•]]"

2 For Hong Kong dollar and Renminbi denominated Fixed Rate Notes where the Interest Payment Dates are subject to modification the following wording may be appropriate: "Each Fixed Coupon Amount shall be calculated by applying the Rate of Interest to each Calculation Amount, multiplying such sum by the actual number of days in the Interest Accrual Period divided by 365 and rounding the resultant figure to the nearest [HK$/CNY] 0.01, [HK$/CNY]0.005 being rounded upwards."
3 Applicable to Hong Kong dollar, Singapore dollar and Renminbi denominated Fixed Rate Notes.

104

automatically move with business day conventions under ISDA, it may be necessary to specify “No adjustment”) in relation to the maturity date of the Notes to disapply the applicable Business Day Convention .]

(vii) Business Centre(s):

[CHF] Zurich, Sydney, Melbourne [GBP] London, Sydney, Melbourne [AUD] Sydney, Melbourne

[EUR] TARGET, London, Sydney, Melbourne

[JPY] Tokyo, Sydney, Melbourne [RMB] Hong Kong, Sydney, Melbourne [SGD] Singapore, Sydney, Melbourne] [Not Applicable/give details]

(viii) Calculation Agent

(Note these are in addition to the Principal Financial Centre(s) for the Specific Currency referred to in the Condition 36.1.)] [ ]

16 Floating Rate Note Provisions

[Applicable] [Not Applicable]

[ If not applicable, delete the remaining sub-paragraphs of this paragraph. Also consider whether EURO BBA LIBOR or EURIBOR is the appropriate reference rate ]

(i) Interest Period(s) / Interest Payment Date(s) / Specified Period:

[ Specify dates (or if the Applicable Business Day Convention is the Floating Rate Note Convention) applicable number of months . ]

(ii) Business Day Convention:

[Floating Rate Convention] [Following Business Day Convention] [Modified Following Business Day Convention] [Preceding Business Day Convention]

[(adjusted) / (no adjustment)]

[ Specify unless no adjustment is required in which case “no adjustment”. If nothing is specified Following Business Day Convention applies. Care should be taken to match the maturity date (as well as other key dates) of the Notes with any underlying swap transactions. Since maturity dates do not automatically move with business day conventions under ISDA, it may be necessary to specify “No adjustment”) in relation to the maturity date of the Notes to disapply the applicable Business Day Convention .]

(iii) Business Centre(s): [CHF] Zurich, Sydney, Melbourne [GBP] London, Sydney, Melbourne

[AUD] Sydney, Melbourne

[EUR] TARGET, London, Sydney, Melbourne
[JPY] Tokyo, Sydney, Melbourne

[RMB] Hong Kong, Sydney, Melbourne

[SGD] Singapore, Sydney, Melbourne

[Not Applicable/ give details ]

(Note these are in addition to the Principal Financial Centre(s) for the Specific Currency referred to in the Condition 36.1.)

(iv) Manner in which the Rate(s) of Interest is / are to be determined:
(v) Calculation Agent:
[Screen Rate Determination]
[ISDA Determination]
[ ]
(vi) Screen Rate Determination:

105

		-	Reference Rate:	[[ ] month] [LIBOR]
				[[ ] month] [LIBID]
				[[ ] month] [LIMEAN]
				[[ ] month] [EURIBOR]
				[[ ] month] [BBSW]
				[[ ] month] [BKBM]
				[[ ] month] [CAD-BA-CDOR]
		-	Interest Determination	[For example, second London business day prior to the
			Date(s):	start of each Interest Period of LIBOR other than
				sterling or euro LIBOR, first day of each Interest Period
				of sterling LIBOR and the second day on which the
				TARGET System is open prior to the start of each
				Interest Period of EURIBOR or euro LIBOR.]
		-	Relevant Screen Page:	[Reuters Page BBA LIBOR]
				[Reuters Page Euribor-EBF]
				[Reuters Page BBSY]
				[Reuters Page BKBM]
				[Reuters Page CDOR]
		-	Relevant Financial Centre	[ ]
		-	Relevant Time	[ ]
	(vii)	ISDA Determination:
		-	Floating Rate Option:	[ ]
		-	Designated Maturity:	[ ]
		-	Reset Date:	[ ]
	(viii)	Margin(s):		[+ / -] [ ] percent per annum
	(ix)	Minimum Rate of Interest:		[ ] percent per annum
	(x)	Maximum Rate of Interest:		[ ] percent per annum
	(xi)	Day Count Fraction:		[Actual/Actual (ICMA)]
				[Actual/365]
				[Actual/Actual (ISDA)]
				[Actual/365 (Fixed)]
				[Actual/360]
				[30/360]
				[360/360]
				[Bond Basis]
				[30E/360]
				[Eurobond Basis]
				[RBA Bond Basis]
				[Australian Bond Basis]
				[NZ Govt Bond Basis]
17	Zero	Coupon Note Provisions		[Applicable]
				[Not Applicable]
				[If not applicable, delete the remaining sub-paragraph
				of this paragraph]
	(i)	[Amortisation/Accrual] Yield:		[ ] percent per annum
	(ii)	Reference Price:		[Consider whether it is necessary to specify a Day
				Count Fraction for the purposes of Condition 17.5
				(“Calculation of Early Redemption Amounts”)]
	(iii)	Any other formula/basis of		[ ]
		determining amount payable:

106

	(iv)	Business Centre(s)	[ ]
	(v)	Business Day Convention:	[Floating Rate Convention]
			[Following Business Day Convention]
			[Modified Following Business Day Convention]
			[Preceding Business Day Convention]
			[(adjusted) / (no adjustment)]
			[Specify unless no adjustment is required in which
			case “no adjustment”. If nothing is specified Following
			Business Day Convention applies.	Care should be
			taken to match the maturity date (as well as other key
			dates) of the Notes with any underlying swap
			transactions. Since maturity	dates do not
			automatically move with business day conventions
			under ISDA, it may be necessary	to specify “No
			adjustment”) in relation to the maturity date of the
			Notes to disapply the applicable	Business Day
			Convention.]
18	Index	Linked Interest Note	[Applicable]
	Provisions		[Not Applicable]
			[If not applicable, delete the remaining sub-paragraphs
			of this paragraph]
	(i)	Index/Formula/other variable:	[ ]
	(ii)	Calculation Agent responsible	[ ]
		for calculating the interest due
		(name and address):
	(iii)	Provisions for determining	[ ]
		Coupon where calculated by
		reference to Index and/or
		Formula and/or other variable:
	(iv)	Provisions for determining	[ ]
		Coupon where calculation by
		reference to Index and/or	[Need to include a description of market disruption or
		Formula and/or other variable is	settlement disruption events and adjustment
		impossible or impracticable or	provisions]
		otherwise disrupted:
	(vi)	Specified Period(s)/Specified	[ ]
		Interest Payment Dates:
	(vii)	Business Day Convention:	[Floating Rate Convention]
			[Following Business Day Convention]
			[Modified Following Business Day Convention]
			[Preceding Business Day Convention]
			[(adjusted) / (no adjustment)]
			[Specify unless no adjustment is required in which
			case “no adjustment”. If nothing is specified Following
			Business Day Convention applies.	Care should be
			taken to match the maturity date (as well as other key
			dates) of the Notes with any underlying swap
			transactions. Since maturity	dates do not
			automatically move with business day conventions
			under ISDA, it may be necessary	to specify “No
			adjustment”) in relation to the maturity date of the
			Notes to disapply the applicable	Business Day
			Convention.]

(viii) Minimum Rate of Interest: [ ] percent per annum

107

	(ix)	Maximum Rate of Interest:	[ ] percent per annum
	(xi)	Day Count Fraction:	[Actual/Actual (ICMA)]
			[Actual/365]
			[Actual/Actual (ISDA)]
			[Actual/365 (Fixed)]
			[Actual/360]
			[30/360]
			[360/360]
			[Bond Basis]
			[30E/360]
			[Eurobond Basis]
			[RBA Bond Basis]
			[Australian Bond Basis]
			[NZ Govt Bond Basis]
19	Dual	Currency Note Provisions	[Applicable]
			[Not Applicable]
			[If not applicable, delete the remaining sub-paragraphs
			of this paragraph]
	(i)	Rate of Exchange/method of	[ ]
		calculating Rate of Exchange:
	(ii)	Calculation Agent, if any,	[ ]
		responsible for calculating the
		principal and/or interest due:
	(iii)	Provisions applicable where	[ ]
		calculation by reference to Rate
		of Exchange impossible or
		impracticable:
	(iv)	Person at whose option	[ ]
		Specified Currency/Currencies
		is/are payable:
	(v)	Business Day Convention:	[Floating Rate Convention]
			[Following Business Day Convention]
			[Modified Following Business Day Convention]
			[Preceding Business Day Convention]

[(adjusted) / (no adjustment)]

(vi) Day Count Fraction

[Actual/Actual (ICMA)] [Actual/365] [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [RBA Bond Basis] [Australian Bond Basis] [NZ Govt Bond Basis]

108

PROVISIONS RELATING TO REDEMPTION

20	Issuer Call Option	Issuer Call Option	[Applicable]
			[Not Applicable]
			[If not applicable, delete the remaining sub-paragraphs
			of this paragraph]
	(i)	Early Redemption Date(s) (Call):	[ ]
	(ii)	Early Redemption Amount(s)	[ ] per Calculation Amount
		(Call) and method, if any, of
		calculation of such amount(s):	[N.B. Consideration to be given to the calculation of the
			Early Redemption Amount (Call). It is likely to be
			based upon a make-whole amount which would be
			calculated in accordance with a formula that will need
			to be detailed on a case by case basis for each Series
			as specified in the Final Terms, having regard to the
			present value on the Early Redemption Date (Call) of
			the principal amount of the Notes and scheduled or
			anticipated interest on the Notes up to and including
			the original Maturity Date. The present value would be
			calculated by reference to a discount and benchmark
			rate, details of which to be attached as an annex to the
			Final Terms.]
	(iii)	If redeemable in part:
		(a) Minimum Redemption	[ ] per Calculation Amount
		Amount:
			[ ] per Calculation Amount
		(b) Maximum Redemption
		Amount:
21	Investor Put Option		[Applicable]
			[Not Applicable]
	(i)	Early Redemption Date(s) (Put):	[ ]
	(ii)	Early Redemption Amount(s)	[ ] per Calculation Amount
		(Put) and method, if any, of
		calculation of such amount(s):
22	Final Redemption Amount		[ ]
23	Early Redemption Amount (Tax)		[Calculation Amount]
			[[ ] per Calculation Amount]
	Early Redemption Amount(s) payable
	on redemption for taxation reasons or		[If early redemption is variable linked (eg index linked)
	on event of default and / or the method		then additional information needs to be added to this
	of calculating the same (if required or if		section.]
	different from that set out in the
	Conditions)
24	Early Termination Amount		[specify if any]
GENERAL	PROVISIONS APPLICABLE TO THE NOTES
25	(i)	Form of Notes:	[Bearer Notes]
			[Australian Domestic Notes (in uncertificated
			registered form)]
			[New Zealand Domestic Notes (in uncertificated
			registered form)]
			[Canadian Domestic Notes (in certificated

109

registered form )] :

[Temporary Global Notes exchangeable for a Permanent Global Notes which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Notes]

[Temporary Global Note exchangeable for Definitive Notes on [ ] days’ notice]

[Permanent Global Note exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note]

[Registered Global Note]

(ii) If certificated, name and address of [ ] Registrar or other entity:

26	Additional Financial Centre(s) or other	[Not Applicable]
	special provisions relating to payment
	dates:	[ ]
27	Talons for future Coupons or Receipts	[Yes and [ ]]
	to be attached to Definitive Notes (and	[No]]
	dates on which such Talons mature):
28	Details relating to Partly Paid Notes:	[Not Applicable]
	amount of each payment comprising	[ ]
	the Issue Price and date on which each
	payment is to be made and
	consequences (if any) of failure to pay,
	including any right of the Issuer to forfeit
	the Notes and interest due on late
	payment:
29	Details relating to Instalment Notes:	[Not Applicable]
	amount of each instalment, date on	[ ]
	which each payment is to be made:
30	Consolidation provisions	[Not applicable]
		[The provisions [in Condition 31 (“Further issues”)
		apply]
31	Name and address of Dealer:	[Not Applicable]
		[ ]
32	Governing law:	[English law]
		[Australian Capital Territory law]
		[New Zealand law]
33	Other Pricing Supplement or special	[ ]
	conditions:

OTHER INFORMATION

34 Managers / Dealers: (i) If syndicated, names of Managers: [Not Applicable / [ insert names ]] (ii) Stabilising Manager: [Not Applicable / [ insert name ]]

(iii) If non-syndicated, name of relevant [Not Applicable / [ insert name ]]] Dealer:

110

Operational information ISIN Code: [ ] Common Code: [ ] CMU Instrument Number: [ ] Austraclear / NZClear identification [ ] number: Any clearing system(s) other than [Not Applicable] Euroclear, Clearstream, Luxembourg, [ ] CMU, Austraclear or NZClear and the relevant identification number(s): Delivery: Delivery [against / free of] payment Initial Agent’s name and address: Fiscal Agent & Paying Agent Deutsche Bank AG, London Branch Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom Paying Agent Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer, L-1115 Luxembourg]

CMU Lodging Agent Deutsche Bank AG, Hong Kong Branch 52nd Floor, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong

Additional Agent(s) names and [ ] addresses (if any):

In the case of [Australian / New Zealand [ ] of [ ] / Canadian] Domestic Notes: [Australian / New Zealand / Canadian] Registrar:

THIRD PARTY INFORMATION

[[ Relevant third party information ] has been extracted from [ specify source ]. [Telstra Corporation Limited (as Issuer) confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by [ specify source ], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

Signed on behalf of Telstra Corporation Limited (as Issuer):

By: ................................................ Duly authorised officer

111

General information

Authorisations

The issuance of this Offering Circular was approved on 17 July 2013, and the issue of Notes during the period from the date of this Offering Circular until 31 July 2014 was approved on 17 July 2013, in each case by the Chief Executive Officer of the Issuer and Chief Financial Officer and Group Managing Director, Finance and Strategy of the Issuer acting pursuant to powers delegated to them by the board directors of the Issuer.

Listing

Approval in-principle has been received from the SGX-ST for Notes to be admitted to the Official List and for such Notes to be admitted to trading on the SGX-ST.

It is expected that each Series of Notes which is to be admitted to the Official List of the SGX-ST and to trading on the SGX-ST will be admitted separately as and when issued, subject only to the issue of a Global Note or Notes initially representing the Notes of such Series.

Clearing of the Notes

The Notes (other than Australian Domestic Notes, New Zealand Domestic Notes and Canadian Domestic Notes) have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The Issuer may apply to have Canadian Domestic Notes accepted for clearance through CDS. Such Canadian Domestic Notes may also clear through Euroclear and Clearstream, Luxembourg if so specified in the relevant Pricing Supplement. The appropriate common code and the International Securities Identification Number in relation to the Notes of each Series will be specified in the Pricing Supplement relating thereto. The Issuer may also apply to have the Notes accepted for clearance through the CMU. The relevant CMU instrument number will be specified in the relevant Pricing Supplement.

The relevant Pricing Supplement shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium, the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855 Luxembourg and the address of CMU is 55th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong. The address of CDS is 85 Richmond Street West, Toronto, ON, Canada M5H 2C9. The address of any alternative clearing system will be specified in the applicable Pricing Supplement.

US selling restrictions

Notes (other than Temporary Global Notes, Australian Domestic Notes, New Zealand Domestic Notes and Canadian Domestic Notes) and any Coupon appertaining thereto will bear a legend substantially to the following effect: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.” The sections referred to in such legend provide that a United States person who holds a bearer Note or Coupon will generally not be allowed to deduct any loss realised on the sale, exchange or redemption of such bearer Note or Coupon and any gain (which might otherwise be characterised as capital gain) recognised on such sale, exchange or redemption will be treated as ordinary income. For more information see “Sale and subscription - Selling Restrictions - United States of America” on pages 99 to 100 inclusive of this Offering Circular.

Settlement arrangements

Settlement arrangements will be agreed between the Issuer, the relevant Dealer(s) and the Fiscal Agent (if relevant) in relation to each Tranche of Notes.

FATCA withholding and the ICSDs

Whilst the Notes are in global form and held within the ICSDs, it is expected that FATCA will not affect the amount of any payments made under, or in respect of, the Notes by the Issuer, any paying agent and the Common Depositary, given that each of the entities in the payment chain between the Issuer and the participants in the ICSDs is a major financial institution whose business is dependent on compliance with FATCA and that any alternative approach introduced under an intergovernmental agreement will be unlikely to affect the securities. The documentation expressly contemplates the possibility that the securities may go into definitive form and therefore that they may be taken out of the ICSDs. If this were to happen, then a non-FATCA compliant holder could be subject to withholding. However, definitive notes will only be printed in remote circumstances.

The proposed financial transactions tax ("FTT")

The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (“ Participating Member States ”).

112

The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt.

Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a Participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a Participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a Participating Member State.

The FTT proposal remains subject to negotiation between the Participating Member States and is the subject of legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

Updated Telstra Foreign Ownership Regulations

Telstra’s constitution contains provisions designed to enable it to monitor and enforce its restrictions on certain foreign ownership stakes in Telstra under the Telstra Corporation Act 1991 of Australia. Following the adoption of our new constitution, Telstra released an updated version of Telstra’s Foreign Ownership Regulations.

Program documents

For as long as the Program remains in effect or any Notes are outstanding, copies of the following documents may be inspected during normal business hours at the specified office of the Fiscal Agent, the Paying Agent, the Australian Registrar, the New Zealand Registrar, the Canadian Registrar (in relation to the documents set out in subparagraphs (a), (b), (c), (d), (f), (i), (l), (m) and (n) below only and only once any Canadian Domestic Notes have been issued) and from the principal office of the Issuer, namely:

(a) the constitution of the Issuer;
(b) the current Offering Circular together with any amendments;
(c) any reports, letters or other documents referred to in this Offering Circular;
(d) the Deed of Covenant;
(e) the Euro Fiscal Agency Agreement;
(f) the Dealer Agreement;
(g) the Australian Registry Services Agreement;
(h) the New Zealand Registry Services Agreement;
(i) the Canadian Registry Services Agreement;
(j) the Australian Note Deed Poll;
(k) the New Zealand Note Deed Poll;
(l) the accounts and consolidated accounts of the Issuer beginning with the accounts for the years ended 30 June 2012 and 30 June 2013;
(m) each Pricing Supplement; and
(n) any documents incorporated into this Offering Circular by reference (see “Documents Incorporated by Reference” above).

Other issuance under the Program

The Dealer Agreement provides that Telstra may issue Notes in a form not contemplated by this Offering Circular.

113

PRINCIPAL OFFICE OF THE ISSUER

REGISTERED OFFICE OF THE ISSUER

Telstra Corporation Limited 242 Exhibition Street Melbourne Victoria 3000 Australia Tel: +61 (0) 3 9634 4000

Level 41 242 Exhibition Street Melbourne Victoria 3000 Australia Tel: +61 (0) 3 9634 4000

ARRANGER

BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom

INDEPENDENT AUDITORS OF THE ISSUER

Ernst & Young 8 Exhibition Street Melbourne Victoria 3000 Australia

FISCAL AGENT & PAYING AGENT

PAYING AGENT

CMU LODGING AGENT

Deutsche Bank AG, London Branch Winchester House

1 Great Winchester Street London EC2N 2DB United Kingdom

Deutsche Bank Luxembourg S.A. 2 Boulevard Konrad Adenauer L-1115 Luxembourg

Deutsche Bank AG, Hong Kong Branch 52nd Floor, International Commerce Centre 1 Austin Road West Kowloon Hong Kong

AUSTRALIAN REGISTRAR

NEW ZEALAND REGISTRAR

Austraclear Services Limited 20 Bridge Street Sydney NSW 2000 Australia

Computershare Investor Services Limited Level 2 JD Edwards Building 159 Hurstmere Road Takapuna Auckland 1020 New Zealand

114

LEGAL ADVISERS

to the Issuer as

to Australian, English and Hong Kong law

King & Wood Mallesons Level 50 Bourke Place 600 Bourke Street Melbourne Victoria 3000 Australia

King & Wood Mallesons 3rd Floor 10 Old Broad Street London EC2N 1DW United Kingdom

King & Wood Mallesons 13/F Gloucester Tower The Landmark

15 Queen's Road Central T +852 3443 1000

to the Arranger as to English law

Clifford Chance 28th Floor Jardine House One Connaught Place Central Hong Kong

to the Issuer as to New Zealand law

Bell Gully Vero Centre 48 Shortland Street Auckland 1010 New Zealand

to the Issuer as to Canadian law

Stikeman Elliott London Dauntsey House 4B Frederick’s Place London EC2R 8AB United Kingdom

to the Issuer as to Singapore law

Wong Partnership LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 Singapore

to the Issuer as to United States law

Sullivan & Cromwell Level 32 101 Collins Street Melbourne Victoria 3000 Australia

115

AI assistant

TELSTRA GROUP LIMITED — Capital/Financing Update 2013

65927_rns_2013-10-07_810cf241-353f-440b-af45-8b3eea06edc5.pdf

Office of the Company Secretary

ELECTRONIC LODGEMENT

Debt Issuance Program Offering Circular

IMPORTANT NOTICE

NOT FOR DISTRIBUTION INTO THE UNITED STATES, TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED BELOW) OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES

OFFERING CIRCULAR

Telstra Corporation Limited

€15,000,000,000 Debt Issuance Program

Arranger

BNP PARIBAS

CONTENTS

Important notice

Responsibility

No independent verification

Credit Ratings

Currency of information

No authorisation

Distribution

THIS OFFERING CIRCULAR IS NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES, TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED BELOW) OR TO ANY PERSON OR ADDRESS IN THE UNITED STATES.

In particular:

No offer

Forward-Looking Statements about Telstra

Stabilisation

Legal considerations relating to an investment in Notes

NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS

References to currencies

Documents incorporated by reference

Annual Report

Terms and Conditions

SGX-ST Announcements

Interpretation of documents incorporated by reference

Documents available online

Internet Site Addresses

Overview of the Program

Form of Notes:

Deed of Covenant:

Australian Note Deed Poll:

New Zealand Note Deed Poll:

Risk factors

RISK ASSOCIATED WITH OUR BUSINESS

Government and regulatory intervention

National Broadband Network

Political Reform

Structural change and transition investment program

Competition

Non-supply of equipment and support

Exchange rate risk

Tax risk

Other operational risks

Subsidiaries, international operations, joint venture entities and other equity investments

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAM

Risk factors associated with the terms of the Notes

Market and related risks

Changes in law and modifications to the terms and conditions of Notes

U.S. Foreign Account Tax Compliance Act withholding

FATCA withholding on payments of Notes paid through non-compliant custodians or intermediaries

EU Savings Directive

Credit Ratings

An issue may not proceed

Risks related to Notes denominated in Renminbi (“RMB Notes”)

Gains on the transfer of the Renminbi Notes may become subject to income taxes under PRC tax laws.

Corporate profile

Introduction

Telecommunications and information services

National Broadband Network

Subscription television

International investments

Directors

Legal and Arbitration Information

Recent developments

Credit rating

Further information

Trademarks

Terms and Conditions of the Notes

Contents

Part 1 Introduction

1 Introduction

TELSTRA GROUP LIMITED Capital/Financing Update 2013