TPG Telecom : 2021 Corporate Governance Statement and Appendix 4G

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Market Announcements Office

Australian Securities Exchange

Level 4, 20 Bridge Street

Sydney NSW 2000

Sydney, 24 February 2022

TPG Telecom Limited - Corporate Governance Statement and Appendix 4G

Please find attached for immediate release to the market TPG Telecom Limited's Corporate Governance Statement and Appendix 4G for the year ended 31 December 2021.

Authorised for lodgement with ASX by:

Trent Czinner

Company Secretary

TPG Telecom Limited

Investor relations enquiries: Bruce Song,[e-mail], 0426 386 006

Media enquiries: Jen Zemek,[e-mail], 0451 123 307

TPG Telecom Limited ABN 76 096 304 620 Level 1, 177 Pacific Highway, North Sydney, NSW 2060

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Corporate Governance Statement 2021

Corporate Governance Statement

TPG Telecom Limited ABN 76 096 304 620

For personal use only

The Board of TPG Telecom Limited (TPG Telecom, the Company) is pleased to present its 2021 Corporate Governance Statement. Our Corporate Governance Statement outlines TPG Telecom's main corporate governance practices which, unless otherwise stated, comply with the 4th edition of the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations (ASX Corporate Governance Recommendations). This Corporate Governance Statement has been approved by the Board and is current as at 24 February 2022.

The Board and management of TPG Telecom Limited are committed to achieving high corporate governance standards and ensuring transparency and accountability across our business. TPG Telecom considers that achieving and maintaining high corporate governance standards promotes investor and regulator confidence, adds value to, and is in the best interests of shareholders and other stakeholders.

TPG Telecom is a full-service telecommunications provider and is the second largest telecommunications company listed on the ASX. TPG Telecom is home to some of Australia's most-loved brands including Vodafone, TPG, iiNet, AAPT, Internode, Lebara and felix. We own and operate mobile and fixed networks in Australia with our purpose being to build meaningful relationships and support vibrant, connected communities.

The Board has determined the most appropriate corporate governance framework and practices for the Company, having regard to the ASX Corporate Governance Recommendations, Australian Standards, requirements from regulators including the Australian Securities and Investments Commission (ASIC) and the Foreign Investment Review Board (FIRB). The Board has implemented a schedule of regular reviews of its governance framework including TPG Telecom policies, charters and practices and we ensure our key corporate governance documents are published on the Corporate Governance section of our website at https://www.tpgtelecom.com.au within the Investor Relations section. These include:

• Board Charter
• Audit & Risk Committee Charter
• Governance, Remuneration & Nomination Committee Charter
• Corporate Governance Statement
• Market (Continuous) Disclosure Policy
• Constitution
• Shareholder (Investor) Communications Policy
• Securities Trading Policy
• Code of Conduct
• Supplier Code of Conduct
• Anti-Bribery& Corruption Policy
• Diversity and Inclusion Policy
• Whistleblower Policy
• Environmental Policy

TPG Telecom is also committed to acting responsibly and conducting its business in a way that supports the needs of all stakeholders including investors, our customers, our people and our communities.

We consider that acting as a responsible and sustainable business is fundamental to the creation and protection of long-term value and we encourage readers of our Corporate Governance Statement to view our Sustainability Report and information on our Sustainability Strategy on the Sustainability section of our website.

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2021 Corporate Governance Statement

Principle 1 - Lay solid foundations for management and oversight

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1.1 Board and management roles and responsibilities

The Board is accountable to its shareholders and is responsible for the corporate governance, leadership, performance and risk management of TPG Telecom.

The Board's primary functions are outlined in detail in the Board Charter, which also includes respective roles and responsibilities of the Board, the Audit & Risk Committee (ARC) and Governance, Remuneration & Nomination Committee (GRNC), the Chairperson, the Senior Independent Director and management. The Board Charter also includes matters expressly reserved to the Board and those delegated to management.

The Board Charter is available on the Corporate Governance section of our website.

The Board's primary functions include protection and enhancement of long-term shareholder value; approving TPG Telecom's values and code of conduct; instilling and reinforcing a culture of acting lawfully, ethically and responsibly; formulating TPG Telecom's strategic objectives and direction; setting remuneration; appointing, removing and creating succession plans for the Chief Executive Officer (CEO) and directors; establishing and monitoring the achievement of management's goals; approving and monitoring budgets; financial reporting; approval of half-year and full-year accounts; and ensuring the integrity of risk management, internal controls and legal and regulatory compliance.

The Board has established the ARC and GRNC to assist in the execution of its duties and responsibilities and to consider certain matters in more detail, and may establish other Committees in accordance with the Board Charter.

Through formal delegations, the Board has delegated day to day management of the Company to the CEO including business management and profit performance of TPG Telecom in accordance with the strategy, plans and policies approved by the Board to achieve agreed goals.

The CEO, together with management regularly report to the Board to allow the Board to raise issues, discuss and query matters and challenge management when necessary. There were eleven Board meetings held in 2021, with management in attendance as required, plus several other meetings and briefings between the Board and management.

The Chairman of the Board is appointed by the Board and is responsible for leadership of the Board, efficient conduct of the Board's function, briefing directors on key issues, facilitating the effective contribution of Board members, promoting constructive and effective relations between the Board and management, facilitating the annual evaluation of Board, Committee and director performance, and chairing meetings of shareholders.

The Board have appointed Fok Kin Ning, Canning as Chairman of the Board and details of his experience, skills and qualifications are provided in the Director's Report in the TPG Telecom 2021 Annual Report, on the About Us section of our website and in sections 2.3 and 2.4 of this Corporate Governance Statement.

As stated in the Board Charter, a Senior Independent Director may be appointed by the Board when the Chairperson of the Board is not considered to be independent. The Senior Independent Director is responsible for fulfilling the role of Chairperson on matters where the Chairperson is conflicted, facilitating the evaluation of performance of the Chairperson in consultation with other directors, and providing a separate channel of communication for shareholders as required.

The Board has appointed Dr Helen Nugent AC as the Senior Independent Director and details of her experience, skills and qualifications are provided in the Director's Report in the TPG Telecom 2021 Annual Report, on the About Us section of our website and in sections 2.3 and 2.4 of this Corporate Governance Statement.

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2021 Corporate Governance Statement

1.2. Director appointments

The GRNC is responsible for considering the nomination of directors and making recommendations to the Board in relation to new appointments to the Board and Board Committees, taking into account the Board skills matrix, outcomes of performance assessments and Board succession plans more generally.

The GRNC in forming its recommendation to the Board, will consider the personal qualifications, background, experience, technical skills, affiliations and personal characteristics of the proposed director. Fitness and propriety checks, including criminal record checks and bankruptcy history are undertaken.

In accordance with the Constitution of TPG Telecom, a director appointed by the Board must stand for re-election by shareholders at the next Annual General Meeting (AGM). All relevant information is provided in the AGM Notice of Meeting to assist shareholder in forming their decision on voting, including the board's recommendation as to whether to elect the director.

1.3. Appointment terms

On appointment, all new non-executive directors are provided with a formal letter of appointment, in their personal capacity, setting out their duties, terms and conditions of appointment, remuneration, disclosure and conflicts of interest obligations, indemnity and insurance arrangements, access to corporate information rights and obligations to comply with confidentially and policies and procedures.

Senior executives are also provided with a formal letter of appointment, in their personal capacity, which sets out the terms of their appointment.

All new directors and senior executives are provided with induction materials as part of TPG Telecom's induction program and are offered training and education sessions throughout the year. In 2021 education and information sessions were provided to Board members and senior executives.

1.4 Company Secretary

The Company Secretary reports directly to the Board, through the Chairperson, on all matters to do with the proper functioning of the Board. All directors have access to the Company Secretary, who advises the Board on governance matters and monitors adherence to Board policies and procedures. The Company Secretary also acts in that capacity for the ARC and GRNC.

The Board have appointed Mr Trent Czinner as the Company Secretary. Details of his experience, skills and qualifications are provided in the Director's Report in the TPG Telecom 2021 Annual Report and on the About Us section of our website.

1.5 Diversity and Inclusion

TPG Telecom is committed to embracing individuals with different backgrounds, experience and ideas because we know that diverse perspectives lead to better business outcomes. We aim to create an environment of equality where our people feel supported and respected to be themselves at work. We are continuing to extend and enhance our longstanding focus on creating an inclusive workplace, where all of our people belong. Further details on Diversity and Inclusion at TPG Telecom can be found in the Sustainability Section of our website under Inclusion. TPG Telecom has a Diversity and Inclusion Policy (D&I Policy) which provides that the Board is responsible for setting targets for diversity within the Company.

Details of the diversity targets in relation to senior executives and the workforce more generally, and progress towards achieving those targets is outlined in TPG Telecom's Sustainability Report available in the Sustainability section of our website.

The Board currently has 20% female representation, being the two independent non-executive directors, Dr Nugent and Ms Arlene Tansey. Dr Nugent and Ms Tansey are the independent Chairs of the GRNC and the ARC respectively and Dr Nugent is also the appointed Senior Independent Director.

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