Telstra : 2021 Notice of Meeting

Telstra Corporation Limited

Notice of 2021

Annual General

Meeting

Tuesday 12 October 2021

The Annual General Meeting of Telstra Corporation Limited will be held virtually on Tuesday 12 October 2021 at 9.30am (AEDT) using the online platform provided by our share registry, Link Market Services, agmlive.link/telstra2021

Telstra shareholders should

visit telstra.com/agm for all

the important information about our virtual AGM including our Telstra Virtual AGM User Guide.

Telstra Corporation Limited ABN 33 051 775 556

Dear Shareholder

You are invited to attend Telstra's Virtual 2021 Annual General Meeting (AGM) commencing at 9.30am (AEDT) on Tuesday 12 October 2021 at agmlive.link/telstra2021. Registration will open online from 8.30am (AEDT).

To help ensure the safety of shareholders and the community, our 2021 AGM will be held online (virtually) rather than at a physical location.

We hope that you will take advantage of the online platform to join the meeting, ask questions or make comments online or via the telephone during the meeting, or ask us a question before the meeting.

Our virtual meeting will provide you with the opportunity to join regardless of your location. You will be able to view presentations from me and from Andrew Penn, Chief Executive Officer, as well as vote and ask questions during the meeting. Please ensure you have your Shareholder number and the postcode or country code for your shareholding available when you log in to attend the virtual meeting as you won't be able to vote and ask a question without them. For details on how to find your Shareholder number, please refer to page 3.

The Notice of Meeting together with the Telstra Virtual AGM User Guide are available at telstra.com/agm and provide all the important information you need to know about attending our AGM.

The items of business at the AGM are outlined on page 4. The items of business should be read together with the explanatory notes located on pages 11 to 20.

Roy Chestnutt and Niek Jan van Damme have each served three years on the Board and will stand for re-election at the meeting. See page 11 of the explanatory notes for details on your directors standing for re-election.

Margaret Seale, having reached the end of her third three- year term as a Director, has notified the Board that she does not intend to stand for re-election and will therefore retire from the Board at the conclusion of this meeting. She has served on the Audit and Risk Committee for nine years and the Nomination Committee for three years. Peter Hearl, has also notified the Board that he intends to retire from the Board, effective 31 December 2021. Peter is retiring to focus on his new role as Chairman of the Endeavour Group. Peter joined the Board in August 2014 and was appointed Chair of the People and Remuneration Committee in April 2016. Peter has also served on the Nomination Committee for three years. Both Margie and

Peter have played a significant role in helping oversee the transformation of Telstra. On behalf of the Board, I extend our sincere thanks to Margie and Peter for their substantial contribution to the Board during their tenure.

We welcome your questions. If you are attending our virtual meeting, you can submit a question via the online platform during the meeting or by telephone. Please refer to the Telstra Virtual AGM User Guide available at telstra.com/ agm for information on how to do this. Questions can also be submitted online in advance of the meeting. Please refer to page 8 for details on how to do this. Andy and I will endeavour to address the most frequently asked questions during our AGM presentations. After the meeting we will also share the frequently asked questions by shareholders and our responses at telstra.com/agm.

Customer-related questions received ahead of the AGM will be responded to as soon as possible from the date of receipt. If a customer-related question is submitted during the meeting using the online platform, staff will be available to respond to the enquiry online and it will be addressed outside of the AGM.

We have included some important information about your company within the Notice of Meeting. This includes our 2021 financial highlights and our approach to sustainability.

Thank you for your continued support and investment in Telstra through a year where COVID-19 continued to have a profound effect on our lives, our society and the economy.

All of us have been impacted to some degree and we hope you and your families are in good health and are remaining safe. Through all of this Telstra has tried to set an example for our people, our customers and our country as we all navigate the challenging and largely uncharted waters.

On behalf of my fellow Directors I look forward to welcoming you to our virtual AGM.

Yours sincerely

John P Mullen

Chairman

27 August 2021

telstra.com/agm

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Important information for Shareholders

In addition to this Notice of Meeting, Telstra Shareholders should visit telstra.com/agm for all the important information about our virtual AGM including the Telstra Virtual AGM User Guide.

If it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of our virtual AGM, we will make an ASX announcement and the information will also be available on telstra.com/agm.

Where do I locate my Shareholder number to vote at the virtual AGM?

A Shareholder number is a general term for your:

• SRN or HIN if your shareholding is on the Australian share register; or
• Employee number if you have an employee holding on the Equity Plans register.

Shareholders who receive hard copy communications can locate their Shareholder number on their proxy/voting form, holding statement or hard copy dividend statements up to 2020.

Shareholders who receive electronic communications can locate their Shareholder number on any previously received hard copy dividend statement (up to 2020) or holding statement.

Eligible Employee Share Plan (ESP) participants can use their Employee ID to log in.

Shareholders who wish to attend and vote at our virtual AGM need to ensure they have located their Shareholder number in advance of joining the meeting. 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. Shareholders can attend the meeting without their Shareholder number but will not be able to vote or ask a question.

For further information, please visit telstra.com/agm.

The Telstra Virtual AGM User Guide is available at telstra.com/agm. The user guide provides information on:

• How to log in to our virtual AGM
• How to Vote
• How to Ask a Question during the meeting.

Telstra Notice of Annual General Meeting 2021

The items of business should be read in conjunction with the explanatory notes on pages 11 to 20. The explanatory notes form part of this Notice of Meeting.

Items of Business

1. Chairman and CEO Presentations
2. Discussion of Financial Statements and Reports
   To discuss the company's financial statements and reports for the year ended 30 June 2021.
3. Re-electionof Directors
   To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:
4. 1. 'That Roy H Chestnutt, being eligible, be re-elected as a director';
   2. 'That Niek Jan van Damme, being eligible, be re-elected as a director'
5. Allocation of Equity to the CEO
   To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:
6. 1. Grant of Restricted Shares to the CEO

'That approval be given for all purposes, for the grant to the Chief Executive Officer and Managing Director, Mr Andrew Penn, of 404,414 Restricted Shares under the Telstra FY21 Executive Variable Remuneration Plan (EVP)'.

b) Grant of Performance Rights to the CEO

'That approval be given for all purposes, for the grant to the Chief Executive Officer and Managing Director, Mr Andrew Penn, of 462,188 Performance Rights under the Telstra FY21 EVP'.

5. 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 2021 be adopted.'

Under the Corporations Act, the vote on this resolution is advisory only and will not bind Telstra or the Directors.

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Voting and asking questions:

Am I eligible to vote at the AGM?

You are eligible to vote at the meeting if you are registered as a holder of Shares as outlined below:

Investor		Right to vote
Shareholders		Shareholders registered as at 9.30am
		(AEDT) on Sunday 10 October 2021
Eligible Employee		Participants registered at 9.30am
Share Plans (ESP)		(AEDT) on Sunday 10 October 2021
participants

How can I vote?

If you are entitled to vote at the meeting you can exercise your vote in the following ways:

Lodge your vote before the meeting

Details

If you are a shareholder or an eligible ESP participant you can lodge your vote directly before the meeting.

Instructions

You can lodge your vote:

• online at vote.linkmarketservices.com/tls
  To log in you will need your Shareholder number and the postcode or country code for your shareholding (refer to page 3 for information on how to locate your Shareholder number).
• by mail:
  Telstra Share Registry
  Link Market Services Limited PO Box A942
  Sydney SOUTH NSW 1234
• by fax: [phone]
• by hand:
  Telstra Share Registry
  Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

Votes by Shareholders and eligible ESP participants must be submitted by:

9.30am (AEDT) on Sunday, 10 October 2021

Appoint a Proxy/Nominee before the meeting

Details

You can appoint a proxy (if you are a shareholder) or a nominee (if you are an eligible ESP participant) to attend the virtual meeting and vote at the meeting on your behalf.

Your proxy/nominee may be an individual or a body corporate and does not need to be a Shareholder.

You cannot appoint more than two proxies/nominees. If you do appoint two proxies/nominees to attend virtually and vote for you, you must specify the proportion or number of votes that each of your two proxies/nominees can exercise. If you do not do that, each proxy/nominee may exercise half of your votes. If you have specified how your proxy/nominee is to vote on an item of business, your proxy/nominee must vote the way you have specified. Your proxy/ nominee can only vote on the items of business that you are entitled to vote on.

If you have specified how your proxy/nominee is to vote on an item of business, but your proxy/nominee does not attend the meeting - or does not vote on that item - then the Chairman of the meeting will vote as you have directed (in accordance with the voting intentions outlined on page 9).

Instructions

You can appoint a proxy/nominee:

• online at vote.linkmarketservices.com/tls
  To log in you will need your Shareholder number and the postcode or country code for your shareholding (refer to page 3 for information on how to locate your Shareholder number).
• by mail:
  Telstra Share Registry
  Link Market Services Limited PO Box A942
  Sydney SOUTH NSW 1234
• by fax: [phone]
• by hand:
  Telstra Share Registry
  Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

Proxy/nominee appointments must be submitted by:

9.30am (AEDT) on Sunday, 10 October 2021

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Vote online during the meeting

Details

If you are a Shareholder or an eligible ESP participant you can attend the virtual meeting by logging into the online platform agmlive.link/telstra2021, you will be able to vote online during the meeting.

Voting on items 3, 4 and 5 will be by poll. The Chairman

of the meeting will open the poll shortly after the meeting commences at 9.30am (AEDT) on Tuesday 12 October 2021

and you will be able vote at any time during the meeting and for a short time afterwards (you will be notified on the platform how much time is left).

Instructions

Registration will open from 8.30am (AEDT) on Tuesday 12 October 2021.

When you log into the online platform agmlive.link/ telstra2021, you will be required to register as a Shareholder/ eligible ESP participant or proxy holder/nominee and will be able to vote your shares or the shares you represent.

If you are a Shareholder or eligible ESP participant, you will need to provide your Shareholder number and the postcode or country for your shareholding to register to vote once you have logged in.

A proxy/nominee who is attending the virtual meeting will need a proxy/nominee number, issued by Telstra's share registry, Link Market Services, to register to vote once logged in. Link will provide confirmation of the proxy/nominee number by email to the email address provided by the shareholder on the form or online no later than 24 hours prior to the meeting and following lodgement of the proxy/nominee appointment.

Alternatively, proxies/nominees can call the meeting help line on [phone] on the day of the meeting to request confirmation of the proxy/nominee code.

More information is available in the Telstra Virtual AGM User Guide located on our website at telstra.com/agm.

What if I hold my Shares jointly?

If you hold your Shares jointly, you and the other holders may attend the virtual meeting. However, if more than one joint holder votes using any of the options outlined above, only the vote of the holder named first in the register will be accepted.

How can I ask questions?

Shareholders and eligible ESP participants can ask or submit questions using one of the options below. Questions should be relevant to the meeting.

Option		Instructions
Before the		You can submit questions before the meeting
meeting		online at vote.linkmarketservices.com/tls.
		To log in you will need your Shareholder number
		(see page 3) and the postcode or country code
		for your shareholding. When you have accessed
		your shareholding online, select the 'Ask
		Question' option under the 'Action' column.
		Questions must be received by Telstra's
		share registry by 9.30am (AEDT) on Sunday
		10 October 2021.
		The Chairman and CEO will endeavour to
		address the more frequently raised shareholder
		matters during the course of the meeting and
		we will make available online after the meeting
		the frequently asked questions by shareholders
		and the responses at telstra.com/agm.
		Please note, questions to the auditor in relation
		to the content of the auditor's report or the
		conduct of the audit must be received by
		Telstra's share registry by 5.00pm Tuesday
		5 October 2021.
At the		You will have the opportunity to ask questions
meeting		during the meeting:
		1. via the online platform at agmlive.link/
		telstra2021, or
		2. by telephone.
		More detailed information on how to ask
		questions during the meeting is provided in the
		Telstra Virtual AGM User Guide available online
		at telstra.com/agm.

Customer related questions received ahead of the AGM will be responded to as soon as possible from the date of receipt. If a customer related question is submitted during the meeting using the online platform, staff will be available to respond to the enquiry online and it will be addressed outside of the AGM.

Corporate representatives

A body corporate who is a Shareholder or proxy/nominee must appoint an individual as its corporate representative, if it wishes to attend and vote at the virtual meeting.

If you are a corporate representative, you will need to provide evidence of your appointment as a corporate representative with Telstra's share registry prior to the meeting or have previously provided the company with evidence of your appointment.

telstra.com/agm

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