8 questions asked at 2022 TPG Telecom AGM

May 3, 2022

The following 8 text questions were lodged ahead of the 2022 TPG Telecom AGM held on May 3.

1. TPG Telecom is now a $10.8 billion company with more than 23,000 shareholders. Which of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - are covering us and did any of them recommend a vote against any of todays resolutions. Also, thank you for disclosing the proxy votes early to the ASX with the formal addresses before the AGM. Why did you do this and please keep doing it in future years?

2. What is the TPG Telecom position on making political donations and will we be making any related to the current Federal election, including subscription payments or attendance at conferences and fundraising events? What do we think of the Rio Tinto and BHP policies of strictly banning all political donations, in contrast to the likes of Woodside Energy, Santos and the Soul Pattinson group which have each donated more than $1 million of shareholder funds to political parties over the past 15 years.

3. So far, it has been impossible to get a straight answer out of anybody to explain why David Teoh quit as our chairman in March last year. As a relatively new independent director, could Helen Coonan please shed some light on this matter, or have the parties contractually or informally agreed to keep independent shareholders permanently in the dark about the loss of our chairman and second biggest shareholder.

4. Given the interesting discussions across a range of topics today, including this proposed LTI grant to the CEO, could the chair undertake to make a full transcript of proceedings available on the company's website, along with an archive of the webcast? The likes of Nine, AGL, ASX, ANZ, CIMIC, Domino's, G8 Education and Lend Lease all produced their 1st AGM transcripts in 2021. Will TPG Telecom follow suit today?

5. At one level, TPG Telecom is ultimately controlled by one individual, Mr Li Ka-Shing, through his family's controlling stake in the Hutchison Group. However, UK listed Vodafone clearly has a big interest and then there's the 26% collectively owned by David Teoh and Soul Pattinson, who are long term partners. Could the chair, CEO and Mr Millner all please comment on how this power is shared and also describe the full history of their relationships, if any, with Mr Li Ka-Shing and his family.

6. Billionaire Robert Millner is used to being the chairman of the companies that he serves on, but is a mere non-executive director at TPG Telecom. Could chair Canning Fok please comment on how relations are going with Mr Millner, who has a very forceful personality and doesn't take kindly to criticism. Also, could Mr Millner comment on how he juggles his impossibly busy workload serving on 6 listed boards, the majority of which he chairs.

7. Pierre Klotz joined TPG Telecom as a non-executive director in June 2020 after the merger and previously served briefly as a director of Vodafone Hutchison Australia, where he represented Vodafone. Could Pierre explain why he as Vodafone's global finance director is one of the nominee directors Down Under, rather than the Vodafone CEO or chair and when is he next planning to come to Australia when performing his duties on this board. Finally, could TPG Telecom please clearly articulate on all public platforms which directors are representing which shareholders and which directors are independent. This is not currently the case.

8. TPG Telecom is a very unusual company which is more than 80% controlled by 4 discreet shareholders. Could the chair outline if there are any pre-emptive arrangements amongst those 4 shareholders if any of them chose to sell. Is there anything preventing any of them launching a takeover bid? The free float is quite small. Why not do an institutional placement to increase the free float above 30% and attract more index investors? Do any of the shareholders have blocking rights to prevent this from happening or could the board elect to do a $1 billion placement tomorrow?