TELSTRA GROUP LIMITED — Capital/Financing Update 2022

Oct 19, 2022

Pre-quotation disclosure

20 October 2022

As announced earlier today, the scheme of arrangement ( Scheme ) being used by Telstra Corporation Limited ( Telstra ) to help finalise its corporate restructure is now legally effective.

Information on the Scheme is set out in the Scheme Booklet released by Telstra on 23 August 2022 ( Scheme Booklet ). Unless otherwise defined, capitalised terms used in this document have the meaning given to them in the Scheme Booklet.

Purpose of this document

The information below is provided by Telstra and Telstra Group Limited ( TGL ) (which will be become the head entity of the Telstra group on implementation of the Top Hat Component of the Scheme) to ASX for release to the market in connection with TGL’s admission to the ASX’s official list and the official quotation of TGL’s fully paid ordinary shares ( Shares ) on the ASX.

Matters in connection with the Scheme

Telstra confirms that:

• all of the conditions precedent to the Scheme have been satisfied (and were not waived) and the Scheme is now legally effective; and

• both the Implementation Deed and the New Telstra Corp Deed Poll remain in force and effect.

As set out in the Scheme Booklet, on implementation of the Top Hat Component of the Scheme:

• all Telstra shares will be transferred to TGL so that TGL will become the sole holder of the Telstra shares without the need for any further action by Telstra shareholders; and

• each Eligible Telstra Shareholder will be issued one Share for each Telstra share they hold on the record date for the Scheme (being 7.00pm (AEDT) on 24 October 2022).

Issue and dispatch dates

Implementation of the Top Hat Component of the Scheme will occur on 31 October 2022. As noted above, on that date, TGL will issue Shares to Eligible Shareholders under the Top Hat Component of the Scheme.

The intended date for dispatch of the holding statements for those Shares (in respect of both CHESS and issuer-sponsored holdings) is 1 November 2022.

TGL’s capital structure

Immediately following implementation of the Top Hat Component of the Scheme, there will be 11,554,427,353 Shares on issue.

Indicative statement of 20 largest shareholders

Attachment 1 sets out an indicative list of the 20 largest holders of Shares, and the number and percentage of Shares they are expected to hold, immediately following implementation of the Top Hat Component of the Scheme.

Indicative distribution of shareholders statement

Attachment 2 sets out an indicative distribution schedule of the number of holders of Shares, categorised by the size of their holdings.

Information memorandum

For the purposes of ASX Listing Rules 1.1, Condition 3 and 1.4, the Scheme Booklet (as supplemented by this document) is the information memorandum in connection with TGL’s admission to the ASX’s official list.

Each director of TGL approved and authorised the release of the Scheme Booklet and, for the purpose of ASX Listing Rule 1.4.3, this document has been signed by TGL’s company secretary as authorised in writing by the TGL directors.

Telstra’s compliance with ASX Listing Rule 3.1

Telstra confirms that it is in compliance with ASX Listing Rule 3.1 as at the date of this document.

Waivers

The ASX Listing Rule waivers ASX has granted TGL in connection with its admission to the ASX’s official list are set out in section 7.7.2 of the Scheme Booklet.

In addition, ASX has granted TGL a waiver of ASX Listing 1.4.7 so that the Scheme Booklet was not required to include a statement that TGL will not raise any capital in the three months following the date of its admission to the ASX’s official list.

Telstra Shareholder Information Line

Telstra shareholders can call the Telstra Shareholder Information Line on 1300 88 66 77 (within Australia) or +61 1300 88 66 77 (outside Australia) at any time from 8:00am to 8:00pm (Sydney time) Monday to Friday (excluding public holidays) if they have any questions about the Scheme.

Sue Laver Company Secretary of Telstra and TGL

ATTACHMENT 1 – INDICATIVE STATEMENT OF 20 LARGEST SHAREHOLDERS

RANK	INVESTOR	CURRENT BALANCE	% ISSUED CAPITAL
1	JP Morgan Nominees Australia Pty Limited	1,312,729,192	11.36%
2	HSBC Custody Nominees (Australia) Limited	1,295,708,519	11.21%
3	HSBC Custody Nominees (Australia) Limited	1,190,261,480	10.30%
4	Citicorp Nominees Pty Limited	857,608,043	7.42%
5	National Nominees Limited	392,020,091	3.39%
6	BNP Paribas Noms Pty Ltd	313,161,735	2.71%
7	BNP Paribas Nominees Pty Ltd Lending DRP A/C>	274,155,681	2.37%
8	Citicorp Nominees Pty Limited State Inv A/C>	116,295,167	1.01%
9	Buttonwood Nominees Pty Ltd	92,750,000	0.80%
10	National Nominees Limited	84,535,458	0.73%
11	HSBC Custody Nominees (Australia) Limited	64,431,832	0.56%
12	Merrill Lynch (Australia) Nominees Pty Limited	51,221,822	0.44%
13	Argo Investments Limited	42,000,000	0.36%
14	Australian Foundation Investment Company Limited	40,175,000	0.35%
15	Netwealth Investments Limited A/C>	38,468,292	0.33%
16	BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd	36,444,037	0.32%
17	Pacific Custodians Pty Ltd A/C>	26,962,584	0.23%
18	Australian Executor Trustees Limited Employer Super A/C>	21,345,698	0.18%
19	BNP Paribas Noms(NZ) Ltd	20,605,962	0.18%
20	Nulis Nominees (Australia) Limited Mast Plan Sett A/C>	15,293,426	0.13%
TOTAL FOR TOP 20:		6,286,174,019	54.40%

ATTACHMENT 2 – INDICATIVE DISTRIBUTION OF SHAREHOLDERS STATEMENT

RANGES	INVESTORS	SECURITIES	% ISSUED CAPITAL
1 to 1000	549,927	302,848,905	2.62%
1001 to 5000	425,089	1,013,235,308	8.77%
5001 to 10000	105,364	754,322,592	6.53%
10001 to 100000	92,643	2,224,481,013	19.25%
100001 and Over	3,127	7,259,539,535	62.83%
Total	1,176,150	11,554,427,353	100.00%