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TELSTRA GROUP LIMITED Major Shareholding Notification 2009

Nov 24, 2009

65927_rns_2009-11-24_846c56a1-09ea-4a69-8d91-53458e95d4ef.pdf

Major Shareholding Notification

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25 November 2009

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

Notice of initial substantial holder

In accordance with section 671B of the Corporations Act, Telstra attaches Form 603 – Notice of initial substantial holder in relation to Mercury Mobility Limited.

Yours sincerely

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Carmel Mulhern Company Secretary

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

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Mercury Mobility Limited ACN/ARSN ACN 125 736 914

1. Details of substantial holder (1)

Name Telstra Corporation Limited and each person set out in Annexure A (“Telstra Group”) ACN/ARSN (if applicable) ACN 051 775 556 The holder became a substantial holder on 30 / 10 / 2009

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person’s votes (5) Voting power (6)
Ordinary Shares 26,647,612 26,647,612 12.77%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Telstra Corporation Limited Acquired as described in Annexure B including
restriction on the on-market disposal of the shares
for a limited period.
26,647,612 ordinary shares
Telstra Group (excluding Telstra Corporation
Limited)
Each member of the Telstra Group has acquired a
relevant interest in the securities in which Telstra
Corporation Limited has a relevant interest as a
consequence of being associates of Telstra
Corporation Limited
26,647,612 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and number
of securities
Telstra Corporation Limited Telstra Corporation Limited Telstra Corporation Limited 26,647,612

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest Date of acquisition Consideration (9) Class and number of
securities
Telstra Corporation Limited 30/10/2009 Cash:
Nil
Non-Cash:
Entry into agreements
referred to in
Annexure C
26,647,612
Telstra Group 30/10/2009 Cash:
Nil
Non-Cash:
Nil
N/A

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
Telstra Group (excluding Telstra Corporation Limited) Each member of the Telstra Group has a relevant interest as a
consequence of beingassociates of Telstra Corporation Limited

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
Telstra Corporation Limited Level 41, 242 Exhibition Street, Melbourne Victoria 3000
Telstra Group c/- Level 41, 242 Exhibition Street, Melbourne Victoria 3000

Signature

print name Carmel Mulhern sign here

Capacity Company Secretary date 25/11/2009

DIRECTIONS

  • (1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

  • (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

  • (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

  • (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

  • (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write “unknown”.

  • (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Legal Group Structure

ANNEXURE A

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Country of Immediate Ultimate
Incorporation % %
Australia

Company name Country of
Incorporation
Immediate
%
Ultimate
%
Parent Entity
Telstra Corporation Limited
Australia
Australia
Controlled Entities
Telstra Finance Limited
Australia
100.00%
100.00%
Transport Communications Australia Pty Ltd
Australia
100.00%
100.00%
Telstra ESOP Trustee Pty Limited
Australia
100.00%
100.00%
Telstra Growthshare Pty Ltd
Australia
100.00%
100.00%
Telstra Media Pty Limited
Australia
100.00%
100.00%
Telstra Multimedia Pty Limited
Australia
100.00%
100.00%
Telstra International Limited
Australia
100.00%
100.00%
Telstra Pay TV Pty Ltd
Australia
100.00%
100.00%
Hypermax Holdings Pty Ltd
Australia
100.00%
100.00%
Chief Entertainment Pty Ltd
Australia
100.00%
100.00%
Telstra 3G Spectrum Holdings Pty Ltd
Australia
100.00%
100.00%
Telstra OnAir Holdings Pty Ltd
Australia
100.00%
100.00%
Telstra Business Systems Pty Ltd
Australia
100.00%
100.00%
Telstra Plus Pty Ltd
Australia
100.00%
100.00%
Clayton 770 PtyLtd
Australia
100.00%
100.00%
1300 Australia Pty Ltd
-Alpha Phone Words PtyLtd
Australia
Australia
85.00%
100.00%
85.00%
85.00%
Telstra Communications Limited
Australia
100.00%
100.00%
-Telecom Australia(Saudi)CompanyLimited
Saudi Arabia
50.00%
50.00%
Adstream (Aust) Pty Ltd
Australia
64.4%
64.4%
-Adstream Limited
New Zealand
100.00%
64.4%
-Quickcut (Aust) Pty Ltd
Australia
100.00%
64.4%
Telstra International Holdings No.2 Limited
Bermuda
100.00%
100.00%
Telstra Holdings Pty Ltd
Australia
100.00%
100.00%
-Telstra International Holdings Limited
Bermuda
100.00%
100.00%
SouFun Holdings Limited
Cayman Islands
55.00%
55.00%
SouFun.com (Chongqing) Limited
China
100.00%
55.00%
SouFun.com (Guangzhou) Limited
China
100.00%
55.00%
SouFun.com (Shanghai) Limited
China
100.00%
55.00%
SouFun.com (Shenzhan) Limited
China
100.00%
55.00%
SouFun.com (Tianjin) Limited
China
100.00%
55.00%
Beijing SouFun Information Consultancy Co Ltd
China
90.00%
49.52%
China Index Academy Limited
Hong Kong
100.00%
55.00%
Selovo Investments Limited
British Virgin Islands
100.00%
55.00%
Max Impact Investments Limited
Hong Kong
100.00%
55.00%
Zhongzhishizheng Data Technology
(Beijing) Co.Ltd
China
100.00%
55.00$ Pendiary Investments Limited
British Virgin Islands
100.00%
55.00%
Bravo Work Investments Limited
Hong Kong
100.00%
55.00%
SouFun Media Technology (Beijing) Co Ltd
China
100.00%
55.00%
SouFun Network Technology (Beijing) Co
Limited
China
100.00%
55.00%
-KAZ Computer Services Hongkong Limted
Hong Kong
75.00%
75.00$ -Sequel Limited
Cayman Islands
55.00%
55.00%
Cheerbright International Holdings Limited
British Virgin Islands
100.00%
55.00%
Beijing Cheerbright Technologies Co. Ltd
China
100.00%
55.00%

Telstra in Confidence

Page 1

Legal Group Structure

ANNEXURE A

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China Topside Limited

Beijing Topside Technologies Co. Ltd Norstar Advertising Media Holdings Limited

Beijing Gold Norstar Information Technology Co.

Ltd

Union Tough Advertisement Limited

Haocheng Shidai (Beijing) Advertisement Co.

Ltd

-Telstra Asia Holdings Limited Telstra Octave Holdings Limited Octave Investments Holdings Limited Beauty Sunshine Investments Limited Beijing Wireless Permanence Technology Company Limited Sharp Point Group Limited Beijing Liang Dian Shi Jian Technology Company Limited -Reach Holdings Limited Reach Network India Private Limited Reach Data Services India Private Limited -Beijing Australia Telecommunications Technical Consulting Services Company Limited -Telstra Holdings (Bermuda) No 2 Limited CSL New World Mobility Limited New World PCS Holdings Ltd CSL Limited Hong Kong CSL Limited Big Bang Holdings Limited One2Free PersonalCom Limited

Integrated Business Systems Limited New World PCS Limited New World Mobility Limited New World 3G Limited

  • -Telstra Holdings (Bermuda) No 1 Limited

  • -Telstra International HK Limited

  • -Telstra Japan Retail KK -Telstra Singapore Pte Ltd

-Telstra Global Limited PT Telstra Nusantara Telstra Limited Telstra (Cable Telecom) Limited Telstra (PSINet) Limited Telstra (CTE) Limited Cable Telecommunication Limited PSINet Datacentre UK Ltd Inteligen Communications Limited PSINet Jersey Limited PSINet Hosting Centre Ltd Cordoba Holdings Limited London Hosting Centre Limited

  • -Telstra Inc

  • -Telstra India (Private) Limited

-Telstra NZ Limited

-Telstra New Zealand Holdings Limited TelstraClear Limited

British Virgin Islands 100.00% 55.00%
China 100.00% 55.00%
Cayman Islands 100.00% 55.00%
China 100.00% 55.00%
Hong Kong 100.00% 55.00%
China 30.00% 16.50%
British Virgin Islands 100.00% 100.00%
British Virgin Islands 100.00% 100.00%
British Virgin Islands 67.00% 67.00%
British Virgin Islands 100.00% 67.00%
China 100.00% 67.00%
British Virgin Islands 100.00% 67.00%
China 100.00% 67.00%
Mauritius 100.00% 100.00%
India 99.9% 99.9%
India 99.9% 99.9%
China: 100.00% 100.00%
Bermuda 100.00% 100.00%
Bermuda 76.4% 76.4%
Cayman Islands 100.00% 76.4%
Hong Kong 100.00% 76.4%
Hong Kong 100.00% 76.4%
Hong Kong 100.00% 76.4%
Hong Kong 100.00% 76.4%
Hong Kong 100.00% 76.4%
Hong Kong 100.00% 76.4%
Hong Kong 60.00% 45.8%
Hong Kong 100.00% 76.4%
Bermuda 100.00% 100.00%
Hong Kong 100.00% 100.00%
Japan 100.00% 100.00%
Singapore 100.00% 100.00%
United Kingdom 100.00% 100.00%
Indonesia 100.00% 100.00%
United Kingdom 100.00% 100.00%
United Kingdom 100.00% 100.00%
United Kingdom 100.00% 100.00%
United Kingdom 100.00% 100.00%
United Kingdom 100.00% 100.00%
United Kingdom 100.00% 100.00%
United Kingdom 100.00% 100.00%
Jersey 100.00% 100.00%
Jersey 100.00% 100.00%
Jersey 100.00% 100.00%
Jersey 100.00% 100.00%
United States 100.00% 100.00%
India 100.00% 100.00%
New Zealand 100.00% 100.00%
New Zealand 100.00% 100.00%
New Zealand 100.00% 100.00%

Telstra in Confidence

Page 2

Legal Group Structure

ANNEXURE A

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CLEAR Communications Limited NewZealand 100.00% 100.00%
Network Design and Construction Limited Australia 100.00% 100.00%
-NDC Global Holdings Pty Limited Australia 100.00% 100.00%
-NDC Global Services PtyLimited Australia 100.00% 100.00%
Telstra Services Solutions Holdings Limited Australia 100.00% 100.00%
Sensis Pty Ltd Australia 100.00% 100.00%
-Just Listed Pty Limited Australia 100.00% 100.00%
-Location Navigation Pty Ltd Australia 100.00% 100.00%
-Research Resources Pty Ltd Australia 100.00% 100.00%
-CitySearch Australia Pty Ltd Australia 100.00% 100.00%
-Trading Post (Australia) Holdings Pty Limited Australia 100.00% 100.00%
Trading Post Group Pty Limited Australia 100.00% 100.00%
The Melbourne Trading Post Pty Ltd Australia 100.00% 100.00%
The National Trading Post Pty Ltd Australia 100.00% 100.00%
Australian Retirement Publications Pty Ltd Australia 100.00% 100.00%
The Personal Trading Post Pty Limited Australia 100.00% 100.00%
Auto Trader Australia Pty Ltd Australia 100.00% 100.00%
WA Auto Trading Pty Ltd Australia 100.00% 100.00%
Trading Post (TCA) Pty Ltd Australia 100.00% 100.00%
Trading Post Australia Pty Limited Australia 100.00% 100.00%
-Sensis Holdings Pty Ltd Australia 100.00% 100.00%
-Telstra Sensis (Beijing) Co Limited China 100.00% 100.00%
-Sensis(Victoria)PtyLtd Australia 100.00% 100.00%

This is Annexure A of 3 pages referred to in the Form 603 - Notice of initial substantial holder.

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Name: Carmel Mulhern Capacity: Company Secretary, Telstra Corporation Limited Date: 25 November 2009

Telstra in Confidence

Page 3

ANNEXURE B

Nature of Telstra’s Relevant Interest

On 30 October 2009 Mercury Mobility Limited ( Mercury ) and m.Net Corporation Limited ( m.Net ) entered into a merger. As a result of the merger, 103,318,354 new Mercury shares were issued to eligible m.Net shareholders (on the basis of 65.34 new Mercury shares for 1 m.Net share).

As an m.Net shareholder, under the terms of the merger Telstra Corporation Limited was entitled to 26,647,612 ordinary shares in Mercury ( Telstra Shares ).

Telstra has agreed with Mercury that it will not dispose of the Telstra Shares on the ASX trading market for a period of six months from 30 October 2009.

Name: Carmel Mulhern Capacity: Company Secretary, Telstra Corporation Limited

Signature

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Date: 25/11/2009

ANNEXURE C

The agreement for the merger between Mercury Mobility Limited ( Mercury ) and m.Net Corporation Limited ( m.Net ) was disclosed to Mercury shareholders on 7 September 2009. As a result of the merger, 103,318,354 new Mercury shares were issued to eligible m.Net shareholders (on the basis of 65.34 new Mercury shares for 1 m.Net share).

As an m.Net shareholder, under the terms of the merger Telstra Corporation Limited was entitled to 26,647,612 ordinary shares in Mercury ( Telstra Shares ).

Telstra has agreed with Mercury that it will not dispose of the Telstra Shares on the ASX trading market for a period of six months from 30 October 2009.

Name: Carmel Mulhern Capacity: Company Secretary, Telstra Corporation Limited

Signature

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Date: 25/11/2009