Telstra Corporation Limited (ABN 33 051 775 556)
Annual General Meeting
Melbourne Exhibition Centre, Clarendon Street
Southbank, Melbourne
Friday 15 November 2002 at 10.00am (Melbourne time)
Annual General Meeting 2002 Notice of meeting
Ordinary business
Notes - Item 2. The order in which the candidates appear in this notice of meeting has been independently determined by Ernst & Young by drawing names by ballot. Information about the candidates is contained in the Explanatory Notes to this Notice of meeting. To be successfully elected or re-elected as a director, a candidate must receive more votes "For" than "Against". If the number of candidates who receive more votes "For"than "Against" exceeds the number of positions available, the candidates elected will be those who receive the highest number of "For" votes and who also receive more "For" votes than "Against" votes.
1.Chairman and CEO presentations
2. Election and re-election of directors
Robert Mansfield, Catherine Livingstone, Samuel Chisholm and Tony Clark retire by rotation and in accordance with the Companys constitution:
3.Discussion of financial statements and reports
To discuss the Companys financial statements and reports in respect of the year ended 30 June 2002.
Right to vote
| Investor | Right to vote |
| Shareholders | Shareholders registered as at 10.00pm (Melbourne time) on Wednesday 13 November 2002 are entitled to attend and vote at the Annual General Meeting. |
| Telstra ESOP 97 and 99 Participants | Telstra ESOP 97 and 99 participants registered at 5.00pm on Monday 11 November 2002 are entitled to attend and vote at the Annual General Meeting. |
| Telstra OwnShare Particpants | Telstra OwnShare participants registered at 5.00pm on Monday 11 November 2002 are entitled to attend and vote at the Annual General Meeting. |
| Telstra DirectShare Participants | Telstra DirectShare participants registered at 5.00pm on Monday 11 November 2002 are entitled to attend and vote at the Annual General Meeting. |
Voting by proxy or nominee
Please remember that if you hold Telstra shares in more than one capacity you need to use each of the forms that are relevant to your holdings. For example, if you are an ordinary shareholder and ESOP participant and you wish to appoint a Proxy for your entire holding, you must complete an orange proxy form for your ordinary shares and the blue nominee form for your ESOP holding.
| Investor | Which proxy or nominee form? | Deadline for lodgement (Melbourne time) |
| Shareholders | Use orange proxy form | 10.00am Wednesday 13 November 2002 |
| Telstra ESOP 97 and 99 Members | Use blue appointment of nominee form | 5.00pm Monday 11 November 2002 |
| Telstra OwnShare Particpants | Use the green appointment of nominee form | 5.00pm Monday 11 November 2002 |
| Telstra DirectShare Participants | Use the green appointment of nominee form | 5.00pm Monday 11 November 2002 |
Appointment of proxy or nominee ('Proxy')
Number of Proxies
A shareholder, ESOP 97 or 99 participant, OwnShare participant or DirectShare participant ('Investor') entitled to attend and vote can appoint up to two proxies or nominees as appropriate (collectively 'Proxies'). If you wish to appoint two Proxies, please call 1300 88 66 77 and request another form.
Proportion of votes per Proxy
Where a shareholder appoints two Proxies, the appointment of the Proxies may specify the proportion or the number of votes that the Proxies may exercise. If the appointment does not specify the proportion or number of the shareholders votes each Proxy may exercise, then each Proxy may exercise half of the votes. Where an ESOP 97 or 99 participant, OwnShare participant or DirectShare participant appoints more than one nominee, the appointment is of no effect unless each person appointed is appointed to represent a specified portion of the relevant votes. Where two Proxies are appointed, neither Proxy is entitled to vote on a show of hands.Qualifications
A Proxy need not be a shareholder, ESOP participant,OwnShare participant or DirectShare participant.
Voting
If a Proxy is not directed how to vote on an item of business, the Proxy may vote, or abstain from voting, as that person thinks fit. If a Proxy is instructed to abstain from voting on an item of business, that person is directed not to vote on the Investors behalf on a show of hands or on a poll and the shares that are the subject of the Proxy will not be counted in computing the required majority.
Lodgement
To be effective, proxy and nominee forms must be received in the Share Registrars office by the deadline for lodgement noted in the table on page 3. Proxies can be lodged on-line at the Telstra Share Registry website at www.asxperpetual.com.au/telstralogin.asp You will be taken to have signed your Proxy if you lodge it in accordance with the instructions on the website. Proxy and nominee forms may also be lodged by the deadline for lodgement by facsimile on (61 3) 9615 9911 or:
by hand:
Telstra Share Registrar
ASX Perpetual Registrars Limited
Level 4, 333 Collins Street
Melbourne Victoria 3000
by mail:
Telstra Share Registrar
ASX Perpetual Registrars Limited
PO Box 14300
MELBOURNE VIC 8001
Appointment of Proxy by attorney
Where the appointment of a Proxy is signed by the appointors attorney, a certified copy of the power of attorney, or the power of attorney itself, must be received by facsimile or hard copy by the deadline for lodgement noted in the table on page 3. If facsimile transmission is used, the power of attorney must be certified.
Questions
If you have any questions about this notice or the accompanying documents, please contact:
Telstra Share Registrar
ASX Perpetual Registrars Limited
Level 4, 333 Collins Street
Melbourne Victoria 3000
Telephone: 1300 88 66 77
Overseas: 613 9615 9998
Facsimile: 613 9615 9911
By order of the Board
Douglas Gration
Company Secretary
26 September 2002
Explanatory notes
Item 2 - Election and re-election of directors
Notes: Although 8 candidates are standing for election to the office of director, a maximum of 5 candidates may be elected in accordance with the Companys constitution. As the number of candidates exceeds the number of positions available this item cannot be decided by a show of hands. Accordingly, the Chairman intends to call a poll in relation to this item at the meeting.
Tony J Clark AM, FCA, FCPA, FAICD
Age 63
Director since October 1996 Chartered Accountant; formerly Managing Partner KPMG NSW (1992 - 1998); Chairman, Maritime Industry Finance Company Ltd and Cumnock Coal Limited; Deputy Chairman, Australian Tourist Commission; Director, Amalgamated Holdings Ltd Group, Ramsay Health Care Ltd and Carlton Investments Ltd.
Robert C Mansfield AO, BCom, FCPA
Age 51
Chairman Director since November 1999 and Chairman since January 2000. Chairman, CDS Technologies Pty Ltd; Director,Datacraft Asia Ltd, Dimension Data Holdings plc,Westfield Management Limited and Westfield America Management Limited; formerly Chief Executive Officer of McDonalds Australia Ltd,Wormald International Ltd,Optus Communications Ltd and John Fairfax Holdings Limited. He is also Chairman of the Starlight Childrens Foundation Australia.
Leonard Cooper
Age 61
Secretary, Communication Electrical Plumbing Union - Communications Division (Telecommunications and Services Branch); Director, Victorian Electrical, Printing, Information and Communications (EPIC) State Training Advisory Board. Mr Cooper has trained in Telstra and worked as a Technician, Technical Officer and Technical Instructor and has been associated with Telstra and telecommunications for his entire working life. Mr Cooper actively assists the Telstra Shareholders Organisation - SHOT. Mr Cooper was formerly a director of a job placement agency and is a director of a training company specialising in the telecommunications and information industries.
Francesco Rossi
Age 40
BEc,MEPA, LLB (Hons), AIMM, ASA Director, Cityrose Developments Pty Ltd. Former roles include Director, Bel Giuoco Sdn Bhd (Malaysia); Program Director, Australian Consortium for Higher Education in Malaysia. He has previously held management positions in industry and government agencies and has lectured in higher education colleges and universities in Australia and overseas. Mr Rossi has served on various government advisory committees and has over ten years experience as a consultant in training and in business and process analysis in Australia and throughout Asia.
Mervyn Vogt
Age 70
BCom, BEd, ACTT, Grad Dip E and IR Past MACE and AIMM. Lecturer in Education, Educational Technology, Perception and Communication, Foundation Director Victorian Teachers Union (VTU) Credit Union, Vice-President VTU, Member of Victorian Curriculum Advisory Board, Member Victorian Universities and Schools Examination Board (VUSEB), State Executive Member Victorian Council of School Organisations (VICSSO), Convenor of Expert Committee on Educational Technology Planning. Employee of Telstra Corporation Ltd. Occupational Health and Safety representative.
Samuel H Chisholm
Age 62
Director since November 2000 Chairman, FOXTEL (FOXTEL Management Pty Ltd, FOXTEL Cable Television Pty Ltd, Customer Services Pty Ltd) and Chairman of the Macquarie Radio Network. Director of Australian Wool Services Ltd. He was the Chief Executive and Managing Director of British Sky Broadcasting and Executive Director of The News Corporation Limited (1990 - 1997). For 17 years previously he was Chief Executive and Managing Director of Nine Network Australia Limited.
Edvard Pregun
Age 33
MMgt (MGSM), PG Dip Mgt (MGSM), Assoc Dip EE. Mr Edvard Pregun has been an employee of Telstra since January 1995. Mr Pregun has held positions in Telstra involving the design and delivery of customer data networks for Telstras corporate and small to medium enterprise customer base. Mr Pregun has also been employed in the planning, design and delivery of network infrastructure requirements for rural NSW. Mr Pregun currently manages a 24 hour International Data and Customer Network centre. Mr Pregun has completed Post Graduate Management studies to the level of Master of Management at Macquarie Graduate School of Management, Sydney. Mr Pregun has previously held positions in the freight, transportation, retail, hospitality and electronics manufacturing industries.
Catherine B Livingstone BA (Hons), FCA
Age 47
Director since November 2000 Chairman, CSIRO and the Australian Business Foundation; Director, Goodman Fielder Ltd, Rural Press Ltd and the Sydney Institute; Member, Department of Accounting and Finance Advisory Board Macquarie University; former Managing Director, Cochlear Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TELSTRA CORPORATION LIMITED
/s/DOUGLAS GRATION
Name: Douglas Gration
Company Secretary
Date: 30 September 2002
