Telstra Group Limited
Notice of 2025 Annual General Meeting
Tuesday 14 October 2025
The Annual General Meeting of Telstra Group Limited will commence at 9.30am (Melbourne time) on Tuesday 14 October 2025 at:
Sovereign Room
Melbourne Convention and Exhibition Centre Level 1, 1 Convention Centre Place
South Wharf, Melbourne, Victoria, 3006
Shareholders should read this notice and visit telstra.com/agm for all the important information about our Annual General Meeting.
Telstra Group Limited ABN 56 650 620 303
Dear Shareholder,
I am pleased to invite you to attend Telstra's 2025 Annual General Meeting (AGM) commencing at 9.30am (Melbourne time) on Tuesday 14 October 2025. Registration will open from 8.30am (Melbourne time).
Shareholders are invited to attend in person at the Sovereign Room, Melbourne Convention and Exhibition Centre, Level 1, 1 Convention Centre Place, South Wharf, Melbourne.
Shareholders who are not able to attend in person can view a live webcast of the meeting and submit written questions online at meetings.openbriefing.com/
TLSAGM25 using the meeting platform
provided by our share registry MUFG Corporate Markets (AU) Limited. We welcome your questions both before and during the meeting. Please refer to page 8 for more information.
This Notice of Meeting provides all the important information you need to know about our AGM.
The items of business at the AGM are outlined on
page 7 and should be read together with the explanatory notes located on pages 14 to 30.
David Lamont, having joined the Board in December 2024, will stand for election. Eelco Blok and I will stand for
re-election. The Telstra Board (other than the relevant Director in relation to their own election or re-election) recommends the election and re-election of each Director. Pages 14 to 16 of the explanatory notes provides further detail on each Director.
This year, due to the change in remuneration structure and on a one-time transitional basis only, we are seeking Shareholder approval for three separate grants to the CEO. The 2025 financial year (FY25) EVP Restricted Shares and EVP Performance Rights form part of the CEO's total remuneration package for FY25 whereas the FY26 LTI Performance Rights form part of the CEO's total remuneration package for FY26. The performance rights under the FY26 LTI Plan will be granted at the start of
On behalf of the Board, I would like to thank our Shareholders for their continued support. We look forward to welcoming you to our AGM.
the relevant performance year and not following the end of the relevant performance year, as has been the case under the EVP.
Yours sincerely,
Craig Dunn
Chair
25 August 2025
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Important information
for Shareholders
Attending the AGM
At the venue
The venue for the AGM is the Sovereign Room, Melbourne Convention and Exhibition Centre, Level 1, 1 Convention Centre Place, South Wharf, Melbourne, Victoria, 3006.
The Sovereign Room is located on Level 1 of the Exhibition Centre (highlighted in orange on the map). The closest entry point is Convention Centre Place and from there take the escalator or lift up to Level 1.
Seafearers Bridge
12
96
109
Yarra River
Lorimer Street
South Wharf
Pan Pacific Hotel
Dukes Walk
Convention Centre Place
Rona Walk
Wurundjeri Way
Wright Walk
Orrs Walk
Convention Centre
Exhibition Centre Doors 1-10
109
96
Melbourne Exhibition Centre
Retail Car Park
Entry Transfe Taxis Parking Buses/ Tram Li Bike Ro Cafes &
Polly W
Novotel Hotel
Basement Car Park
Exhibition Centre
Main Entrance
Montague Street
Freeway Car Park
Montague Street Car Park
Doors 11-21
Freeway Car Park
Freeway Car Park
Normanby Road
Sovereign Room Level 1
Train
The closest train station is Southern Cross. MCEC is approximately a 20 minute walk from the station along Spencer and Clarendon Streets.
Trams
Trams 96, 109 and 12 stop outside the MCEC on Clarendon Street. From the tram stop it is a 5-7 minute walk to the Sovereign Room.
Taxis
Taxis can take you to the main doors of the Melbourne Exhibition and Convention Centre in Convention Centre Place. There is also a taxi rank on Convention Centre Place.
Parking
Various car parking options are available close to the venue. These are marked with a P on the map above. The South Wharf multi-level car park is the closest and can be accessed via Convention Centre Place. Further
information is available at mcec.com.au/plan-your-visit.
Accessibility
The Sovereign Room is situated on Level 1 of the Exhibition Centre and is accessible by using the two-direction escalators or the lifts. Ramp access is available into the Centre. Further information is available at mcec.com.au/plan-your-visit.
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How to view the live AGM webcast and ask a question online during the meeting
Shareholders who are not able to attend in person can view a live webcast of the meeting and submit written questions online during the meeting. Please follow the instructions below:
Go to meetings.openbriefing.com/TLSAGM25 (a platform provided by our share registry, MUFG Corporate Markets).
Log in to the portal using your full name, mobile number, email address, and participant type.
Click on the blue 'Register and Watch Meeting' button. On the left - a live webcast of the meeting starts automatically once the meeting has commenced.
If the webcast does not start automatically please press the play button and ensure the audio on your computer or device is turned on.
To submit a written question, select the 'Ask a Question' button. Note: Only verified Shareholders, Proxyholders and Company Representatives are eligible to ask questions. You will be prompted to enter your Shareholder number or proxy details before you can ask a question. See below for information on how to locate your Shareholder number. The 'Ask a Question' box will pop up with two sections for completion. Select the category/resolution for your question, then type your question and submit.
A 'View Questions' box will appear where you can view your questions at any point. Only you can see the questions you have asked. If your question has been answered and you would like to reply, you can submit another question. Note that not all questions are guaranteed to be answered during the meeting, but we will do our best to address your matter.
Shareholders will not be able to vote online during the meeting.
Online meeting platform helpline: T +61 1800 990 363.
Key terms used in this Notice of Meeting
Shareholders - the term Shareholder in this Notice of Meeting (and the proxy/voting form ('Shareholder Voting Form')) includes all Telstra shareholders recorded in the register of Telstra shareholders and holders of Restricted Shares.
Restricted Shares - are Telstra shares held under a Telstra employee equity plan.
Shareholder number - is a general term for your:
Shareholder Reference Number (SRN) or Holder Identification Number (HIN) if your shareholding is on the Australian share register; or
Employee number if applicable.
Proxy - if you are a holder of Restricted Shares, references to proxies in this Notice of Meeting (and other meeting documents including the online platforms) are to nominees you appoint to attend and vote on your behalf.
Locating your Shareholder number
For security reasons, Shareholder numbers can only be sent by post to the Shareholder's registered address, they cannot be provided by email or phone. Please allow 7 to 10 business days to receive a Shareholder number by post.
Shareholders who receive hard copy communications can locate their Shareholder number on their voting form or holding statement.
Shareholders who receive electronic communications can locate their Shareholder number on their holding statement.
Holders of Restricted Shares and Shareholders with a holding on the employee share register can use their Employee number to log in.
Shareholders can register to view the live webcast of the AGM without their Shareholder number but will not be able to ask an online question.
For further information, please visit telstra.com/agm.
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Telstra Notice of Annual General Meeting 2025
The items of business should be read in conjunction with the explanatory notes on pages 14 to 30. The explanatory notes form part of this Notice of Meeting.
Items of Business
Chair and CEO Presentations
Discussion of Financial Statements and Reports To discuss the company's financial statements and reports for the year ended 30 June 2025.
Election and Re-election of Directors
To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:
'That Eelco Blok, being eligible, be re-elected as a Director'.
'That Craig Dunn, being eligible, be re-elected as a Director'.
'That David Lamont, being eligible, be elected as a Director'.
Allocation of Equity to the CEO
To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:
Grant of FY25 EVP Restricted Shares to the CEO 'That approval be given for all purposes, for the
grant of 445,247 Restricted Shares to Chief Executive Officer and Managing Director, Vicki Brady, under
the Telstra FY25 Executive Variable Remuneration Plan (EVP)'.
Grant of FY25 EVP Performance Rights to the CEO 'That approval be given for all purposes, for the grant of 508,853 Performance Rights to Chief Executive Officer and Managing Director, Vicki Brady, under the Telstra FY25 EVP'.
Grant of FY26 LTI Performance Rights to the CEO 'That approval be given for all purposes for the grant of 728,265 Performance Rights to the Chief Executive Officer and Managing Director, Vicki Brady, under the Telstra FY26 Long Term Incentive Plan'.
Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
'That the Remuneration Report for the year ended 30 June 2025 be adopted.'
Under the Corporations Act, the vote on this resolution is advisory only and will not bind Telstra or the Directors.
Voting and asking questions:
Am I eligible to vote at the AGM?
You are eligible to vote at the AGM if you are a Shareholder as at 9.30am (Melbourne time) on Sunday, 12 October 2025.
How can I vote?
If you are entitled to vote at the AGM you can exercise your vote in the following ways.
Option: Lodge your vote before the AGM |
Details |
You can lodge your vote directly before the AGM. |
Instructions |
You can lodge your vote:
Telstra Share Registry MUFG Corporate Markets (AU) Limited PO Box A942 SYDNEY SOUTH NSW 1234 Votes by Shareholders must be received by: 9.30am (Melbourne time) on Sunday, 12 October 2025 |
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