6 online questions lodged at 2022 Telstra AGM

October 11, 2022

Here is the text of the 6 online questions lodged at the 2022 Telstra AGM held on October 11.

1. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions? Has there been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolutions so shareholders can ask questions about the reasons if there have been any protest votes and did you consider disclosing the proxy position to the ASX with the formal addresses as more companies are doing these days?

Answer: All proxy advisers recommended in favour of all items and there were no material protest votes.

2. Craig Dunn was CEO of AMP for 5 years until 2013, a company which has been an ongoing disaster for shareholders for more than 20 years. When he last stood for election as a Westpac director in 2018, there was a 35% protest vote so he retired at the 2021 AGM. He suffered a 29.6% protest at the Telstra AGM in 2019 so why has the board endorsed his re-election today and how big was the proxy protest vote?

Answer: Craig is an outstanding director and that question was offensive. What happens at other companies is irrelevant and none of AMP's issues happened when Craig was CEO.

3. After 14 years on the board and 6 years as chair, it is very unusual for a chair to flag possibly running for a 5th term next year and potentially staying for 16 years in total. Could the chair explain what process is currently in place to source his replacement and also who conducts his performance review within the board each year? Who on the board is leading the process to ensure the chair doesn't stay too long and will any third parties be involved in the chair succession process?

Answer: Was important to get CEO succession done first. We have multiple potential successors, including two new directors who will be appointed shortly and then we'll crack on with the process. I certainly won't be serving another full term but may stand for re-election and serve a few extra months if that's what the board wants.

4. Telstra has 1.25 million shareholders but it is estimated less than 5% bother to vote at the AGM. When disclosing the outcome of voting on all resolutions today, including the rem items, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium and Dexus after their 2021 AGMs.

Answer: The result by shares is what matters but we'll look into that request.
The Digicell acquisition was very unusual with taxpayers granting us billions in what effectively was a national security move as China attempts to increase its influence in the Pacific. In light of this apparent role for Telstra in Canberra's national security strategies, what is our position in relation to making political donations and how do we go about lobbying Ministers and regulators? Who specifically negotiated the Digicell deal with both the current and former government?

Answer: "If your government asks you for help, you are behoven to do so," chair Mullen said, before adding it was "a unique opportunity" and Andy Penn's team negotiated a deal which "will be very good for shareholders".

6. Could the chair and CEO please comment on the ESG elements in Vicky's contract and incentives and whether, on the Environmental side, they are concerned about Telstra being a minority shareholder in Foxtel which carries Sky News, the largest source of climate denying propaganda in Australia. When are we going to stop being embarrassed by being in a minority partnership with the Murdoch family which continue to fight positive climate change policies on a global scale.

Answer: We need content but don't want to own a film studio so being a minority shareholders in Telstra serves its purpose. ESG is a part of Vicky's contract and we're proud of what we've achieved on climate issues. No comment about your reflections on the Murdochs.