Telstra : Notice of 2023 Annual General Meeting

Telstra Group Limited

Notice of 2023

Annual General

Meeting

Tuesday 17 October 2023

The Annual General Meeting of Telstra Group Limited will commence at 9.30am (Melbourne time) on Tuesday 17 October

2023 at:

• Sovereign Room
  Level 1, Melbourne Convention and Exhibition Centre, 1 Convention Centre Place, South Wharf, Melbourne, Victoria, 3006; and
• Online at meetings.linkgroup.com/ TLSAGM23 using the platform provided by our share registry, Link Market Services.

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 2023 Annual General Meeting (AGM) commencing at 9.30am (Melbourne time) on Tuesday 17 October 2023. Registration will open from 8.30am (Melbourne time).

This will be a hybrid Shareholder meeting, allowing Shareholders to either attend in person at the Sovereign Room, Level 1 Melbourne Convention and Exhibition Centre, South Wharf, Melbourne or online at meetings.linkgroup.com/ TLSAGM23 using the platform provided by our share registry, Link Market Services. We hope you will join us to listen to our presentations, vote and ask questions on the items of business.

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

If you are attending online, please ensure you have your Shareholder number and the postcode or country code for your shareholding available when you log in 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 5.

The items of business at the AGM are outlined on page

7 and should be read together with the explanatory notes located on pages 16 to 27.

This year Maxine Brenner and Ming Long, having joined the Board in early 2023, will stand for election. Bridget Loudon and Elana Rubin, having served three years on the Board, will stand for re-election. The Telstra Board (other than the relevant Director in relation to her election or re-election) recommends the election of Maxine Brenner and Ming Long and the re-election of Bridget Loudon and Elana Rubin. See pages 16 to 19 of the explanatory notes for details on your Directors who are standing for election and re-election.

Earlier this week I announced my intention to retire from the Telstra Board at the conclusion of this year's AGM, and that I will be succeeded by current director Craig Dunn. It has been an absolute privilege to be a part of the Telstra team and all we have delivered. After 15 years on the Board, the past seven as Chairman, and with a new leadership team in place, the time is right for me to step down. I know from working closely with him on the Board that Craig is the right person to lead the Board and I will hand over the reins confident that Telstra will continue to play a vital and strategic role in building Australia's digital future.

We welcome your questions. If you are attending the meeting online, you can ask a question via the online platform during the meeting either in writing or by audio. Please refer to the Telstra Virtual Meeting 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 12 for details on how to do this. Vicki Brady, our Chief Executive Officer, 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 asked during the meeting, either in person or using the online platform (either in writing or by audio), staff will be available to respond to the enquiry and it will be addressed outside of the AGM.

Thank you for your continued support and investment in Telstra and on behalf of my fellow Directors I look forward to welcoming you to our AGM.

Yours sincerely

John P Mullen

Chairman

1 September 2023

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Important information for Shareholders

Online

The Telstra Virtual Meeting Guide is available for Shareholders to download at telstra.com/agm. The guide includes all the important information about how to attend, vote and ask a question (either in writing or by audio) online using the platform provided by our share registry, Link Market Services.

Attending the AGM

At the venue

The physical venue for the AGM is the:

Sovereign Room

Level 1, Melbourne Convention and Exhibition Centre (MCEC), 1 Convention Centre Place, South Wharf, Melbourne 3006.

The Sovereign Room is located on Level 1 of the Exhibition Centre (in the area shaded orange on the map). The closest entry point is Convention Centre Place and from there take the escalator or lift up to Level 1.

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Entry

Transfer Points

Taxis

Parking

Buses/Skybus

Tram Line

Bike Route

Cafes & estauran

Polly side

Customer Service

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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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 platform) are to nominees you appoint to attend and vote on your behalf.

Locating your Shareholder number

Shareholders who wish to attend and vote at our AGM online 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.

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.

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

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

• How to log in to our AGM online
• How to Vote online
• How to Ask a Question during the meeting online (either in writing or by audio).

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Telstra Notice of Annual General Meeting 2023

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 2023.
3. Election and Re-election of Directors
   To consider and, if thought fit, pass the following resolutions as separate ordinary resolutions:
4. 1. 'That Maxine Brenner, being eligible, be elected as a Director';
   2. 'That Ming Long AM, being eligible, be elected as a Director';
   3. 'That Bridget Loudon, being eligible, be re-elected as a Director'; and
   4. 'That Elana Rubin AM, 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 of 426,917 Restricted Shares to the Chief Executive Officer and Managing Director, Vicki Brady, under the Telstra FY23 Executive Variable Remuneration Plan (EVP).'

(b) Grant of Performance Rights to the CEO

'That approval be given for all purposes, for the grant of 487,905 Performance Rights to the Chief Executive Officer and Managing Director, Vicki Brady, under the Telstra FY23 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 2023 be adopted.'

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

The items of business should be read in conjunction with the explanatory notes on pages 16 to 27. The explanatory notes form part of this Notice of Meeting.

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, 15 October 2023.

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:

• 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 5 for information on how to locate your Shareholder number).
• by hand:
  Telstra Share Registry (Australia) Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000
• by fax: [phone]
• by mail:
  Telstra Share Registry (Australia) Link Market Services Limited PO Box A942
  Sydney SOUTH NSW 1234

Votes by Shareholders must be received by: 9.30am (Melbourne time) on Sunday, 15 October 2023

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