##### 



EXHIBIT 1ConstitutionTelstra Corporation LimitedABN 33 051 775 556(-s- Douglas Gration )Douglas GrationCompany SecretaryLevel 41/242 Exhibition StreetMelbourne VIC 3000Effective 14 November 2006
 (FREEHILLS LOGO)101 Collins Street Melbourne Victoria 3000 AustraliaTelephone +61 3 9288 1234 Facsimile +61 3 9288 1567www.freehills.com DX 240 MelbourneSYDNEY MELBOURNE PERTH BRISBANE SINGAPORECorrespondent Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPURReference PAB:WW
  425




---



##### 



Table of contents
 Rule
    
    
    
    
    
    Page1
    
    Preliminary
    
    
    11.1
    
    Definitions and interpretation
    
    
    11.2
    
    Application of other rules
    
    
    51.3
    
    Exercising powers
    
    
    61.4
    
    Currency
    
    
    71.5
    
    Transitional provisions
    
    
    72
    
    Shares
    
    
    82.1
    
    Directors power to issue shares
    
    
    82.2
    
    Joint holders of shares
    
    
    82.3
    
    Equitable and other claims
    
    
    92.4
    
    Restricted securities
    
    
    93
    
    Preference shares
    
    
    93.1
    
    Power to issue preference shares
    
    
    93.2
    
    Rights attaching to preference shares
    
    
    93.3
    
    Voting rights attaching to preference shares
    
    
    103.4
    
    Redemption of redeemable preference shares
    
    
    103.5
    
    Restrictions on transfer of preference shares
    
    
    114
    
    Alteration of share capital
    
    
    114.1
    
    Directors power to give effect to an alteration of share capital
    
    
    114.2
    
    Conversion or reclassification of shares
    
    
    114.3
    
    Variation of class rights
    
    
    115
    
    Calls
    
    
    125.1
    
    Directors powers regarding calls
    
    
    125.2
    
    Notice of calls
    
    
    125.3
    
    Payment of calls
    
    
    125.4
    
    Interest and other costs on unpaid calls
    
    
    135.5
    
    Directors power to revoke or waive a call
    
    
    135.6
    
    Proceedings to recover calls
    
    
    135.7
    
    Payments in advance of calls
    
    
    136
    
    Forfeiture and indemnity
    
    
    146.1
    
    Failure to pay a call
    
    
    146.2
    
    Failure to comply with rule 6.1 notice
    
    
    146.3
    
    Notice of forfeiture of a share
    
    
    146.4
    
    Sale or reissue of forfeited shares
    
    
    146.5
    
    Loss of member rights on forfeited shares
    
    
    146.6
    
    Exemption, waiver and cancellation of forfeiture
    
    
    156.7
    
    Members indemnity
    
    
    15
 Freehills Melbourne\004869358
    
    page 1
  426




---



##### 



Rule
    
    
    
    
    
    Page7
    
    Lien
    
    
    167.1
    
    Lien on shares
    
    
    167.2
    
    Enforcement of liens by sale
    
    
    167.3
    
    Protection of lien
    
    
    167.4
    
    Exemption and waiver of liens
    
    
    168
    
    Surrender of shares
    
    
    169
    
    Sale, reissue or other disposal of shares by the company
    
    
    179.1
    
    Reference to sale of a share by the company
    
    
    179.2
    
    Directors powers upon sale of a share
    
    
    179.3
    
    Transferees rights regarding share
    
    
    179.4
    
    Application of proceeds of sale, reissue or disposal
    
    
    179.5
    
    Proof of due forfeiture, sale, reissue or disposal
    
    
    1810
    
    Interest payable by member
    
    
    1811
    
    Limitations on foreign ownership
    
    
    1811.1
    
    Foreign ownership restrictions in Telstra Act
    
    
    1811.2
    
    Foreign Ownership Regulations
    
    
    1811.3
    
    Notification of foreign ownership
    
    
    1911.4
    
    Unacceptable Individual Foreign Ownership Situation
    
    
    2011.5
    
    Directors power to
dispose of shares if Unacceptable Foreign Ownership Situation
    
    
    2011.6
    
    Exercise of powers by directors
    
    
    2011.7
    
    Foreign Register
    
    
    2111.8
    
    Delegation
    
    
    2112
    
    Dividends
    
    
    2212.1
    
    Directors power to pay dividends
    
    
    2212.2
    
    Proportional payment of dividend
    
    
    2212.3
    
    Entitlement to dividend
    
    
    2212.4
    
    Retention of transmittee dividends
    
    
    2212.5
    
    Payment of dividends with assets or shares or out of a particular fund or reserve
    
    
    2312.6
    
    Power to retain amounts from dividends payable
    
    
    2312.7
    
    Method of payment of dividends
    
    
    2312.8
    
    Unclaimed dividends
    
    
    2412.9
    
    Share investment plan
    
    
    2412.10
    
    Dividend selection plans
    
    
    2413
    
    Capitalising profits
    
    
    2513.1
    
    Certain amounts may be capitalised and distributed among members
    
    
    2513.2
    
    Proportionate distribution of amounts capitalised
    
    
    2513.3
    
    Bonus shares on options
    
    
    2514
    
    Ancillary powers regarding distributions on shares
    
    
    2614.1
    
    Directors ancillary powers regarding distributions
    
    
    26
 Freehills Melbourne\004869358
    
    page 2
  427




---



##### 



Rule
    
    
    
    
    
    Page14.2
    
    Appointment of company as agent of members to give effect to distribution
    
    
    2615
    
    Reserves and carry forward of profits
    
    
    2715.1
    
    Reserves
    
    
    2715.2
    
    Carry forward of profits
    
    
    2716
    
    Transfer of shares
    
    
    2716.1
    
    Forms of transfer
    
    
    2716.2
    
    Requirements of transfer
    
    
    2716.3
    
    Registration of transfers
    
    
    2816.4
    
    Power to decline to register transfers
    
    
    2816.5
    
    Power to suspend registration of transfers
    
    
    2817
    
    Selling non-marketable parcels
    
    
    2917.1
    
    Power to sell non-marketable parcels
    
    
    2917.2
    
    Procedures for selling non-marketable parcels
    
    
    2917.3
    
    Additional powers to initiate a sale
    
    
    3017.4
    
    Power to revoke, suspend or terminate
    
    
    3017.5
    
    Treatment of separate holdings
    
    
    3018
    
    Transmission of shares
    
    
    3018.1
    
    Title to shares of deceased member
    
    
    3018.2
    
    Liability on shares held by deceased member
    
    
    3018.3
    
    Title to shares on transmission event
    
    
    3118.4
    
    Transfer of shares despite transmission event
    
    
    3119
    
    General meetings
    
    
    3119.1
    
    Calling general meetings
    
    
    3119.2
    
    Notice of general meetings
    
    
    3219.3
    
    Admission to general meetings
    
    
    3220
    
    Proceedings at general meetings
    
    
    3420.1
    
    Quorum at general meetings
    
    
    3420.2
    
    Chairman of general meetings
    
    
    3420.3
    
    Conduct at general meetings
    
    
    3520.4
    
    Decisions at general meetings
    
    
    3520.5
    
    Postponement or adjournment of general meetings
    
    
    3621
    
    Votes at general meetings
    
    
    3721.1
    
    Votes on a show of hands or on a poll
    
    
    3721.2
    
    Votes of joint holders
    
    
    3721.3
    
    Votes of infant and incapacitated members
    
    
    3721.4
    
    No vote if call unpaid
    
    
    3821.5
    
    No vote if contrary to Corporations Act or Listing Rules
    
    
    3821.6
    
    Objections to qualification to vote
    
    
    3822
    
    Proxies and representatives
    
    
    3922.1
    
    Right to appoint proxy, attorney or representative
    
    
    39
 Freehills Melbourne\004869358
    
    page 3
  428




---



##### 



Rule
    
    
    
    
    
    Page22.2
    
    Form of proxy or attorney
    
    
    3922.3
    
    Deposit of power of attorney or proxy form before meeting
    
    
    3922.4
    
    Validity of proxy
    
    
    4022.5
    
    Authority conferred on proxy or attorney
    
    
    4122.6
    
    Proxy not to vote if member attends and votes
    
    
    4122.7
    
    Appointment of 2 proxies or attorneys
    
    
    4122.8
    
    Vote by proxy valid despite intervening event
    
    
    4222.9
    
    Validity of proxy at postponed meeting
    
    
    4223
    
    Appointment and retirement of directors
    
    
    4223.1
    
    Number of directors
    
    
    4223.2
    
    Director need not be a member
    
    
    4223.3
    
    Casual vacancies and additional directors
    
    
    4223.4
    
    Retirement and re-election of directors at AGM
    
    
    4323.5
    
    Vacation of office of director
    
    
    4424
    
    Remuneration of directors
    
    
    4424.1
    
    Remuneration must not exceed amount fixed by members
    
    
    4424.2
    
    Form of remuneration
    
    
    4524.3
    
    Payment for extra services and expenses
    
    
    4525
    
    Directors may contract with the company and hold other offices
    
    
    4525.1
    
    Disclosure of interest
    
    
    4525.2
    
    Director may contract with the company
    
    
    4625.3
    
    Director not liable to account
    
    
    4625.4
    
    Director may hold other office of profit
    
    
    4625.5
    
    Directors right to vote
    
    
    4625.6
    
    Director may affix seal notwithstanding interest
    
    
    4726
    
    Powers of directors
    
    
    4726.1
    
    Directors have powers of the company
    
    
    4726.2
    
    Directors may exercise companys power to borrow
    
    
    4726.3
    
    Terms of debentures
    
    
    4726.4
    
    Execution of negotiable instruments
    
    
    4726.5
    
    Directors may appoint officer, attorney or agent
    
    
    4826.6
    
    Committees of directors
    
    
    4826.7
    
    Delegation to a director
    
    
    4826.8
    
    Delegation to other persons
    
    
    4826.9
    
    Validity of acts
    
    
    4827
    
    Proceedings of directors
    
    
    4927.1
    
    Meetings of directors
    
    
    4927.2
    
    Calling meetings of directors
    
    
    4927.3
    
    Notice of meetings of directors
    
    
    4927.4
    
    Quorum at meetings of directors
    
    
    5027.5
    
    Meetings using technology
    
    
    5027.6
    
    Chairman and deputy chairman of directors
    
    
    5027.7
    
    Decisions of directors
    
    
    5127.8
    
    Appointment of proxy
    
    
    51
 Freehills Melbourne\004869358
    
    page 4
  429




---



##### 



Rule
    
    
    
    
    
    Page27.9
    
    Written resolutions of directors
    
    
    5128
    
    Alternate directors
    
    
    5228.1
    
    Appointment and removal of alternate director
    
    
    5228.2
    
    Rights and powers of alternate directors
    
    
    5228.3
    
    Alternate director is an officer of the company
    
    
    5328.4
    
    Remuneration of alternate directors
    
    
    5328.5
    
    Maximum number of directors and quorum
    
    
    5329
    
    Executive officers
    
    
    5329.1
    
    Managing directors and executive directors
    
    
    5329.2
    
    Secretary
    
    
    5329.3
    
    Provisions applicable to all executive officers
    
    
    5430
    
    Indemnity and insurance
    
    
    5430.1
    
    Indemnity as Officer of the company
    
    
    5430.2
    
    Indemnity as director of an Outside Entity
    
    
    5530.3
    
    Indemnity of Employee
    
    
    5530.4
    
    Indemnity of Outside Officer
    
    
    5530.5
    
    Limit on indemnity
    
    
    5530.6
    
    Extent of indemnity
    
    
    5530.7
    
    Corporate Policy
    
    
    5530.8
    
    Insurance
    
    
    5530.9
    
    Saving provisions
    
    
    5630.10
    
    Deed
    
    
    5631
    
    Winding up
    
    
    5631.1
    
    Distributing surplus
    
    
    5631.2
    
    Dividing property
    
    
    5732
    
    Inspection of and access to records
    
    
    5733
    
    Seals
    
    
    5833.1
    
    Manner of execution
    
    
    5833.2
    
    Common seal
    
    
    5833.3
    
    Safe custody of seal
    
    
    5833.4
    
    Using the seal
    
    
    5833.5
    
    Seal register
    
    
    5933.6
    
    Duplicate seals and certificate seals
    
    
    5933.7
    
    Sealing and signing certificates
    
    
    5934
    
    Notices
    
    
    5934.1
    
    Method of service of notices on members
    
    
    5934.2
    
    Notice to joint holders
    
    
    5934.3
    
    Notification of address
    
    
    6034.4
    
    Notice to member on transmission event
    
    
    6034.5
    
    Notice to member who receives a transferred share
    
    
    6034.6
    
    Notice by public display
    
    
    6034.7
    
    Execution of notice given to member
    
    
    60
 Freehills Melbourne\004869358
    
    page 5
  430




---



##### 



Rule
    
    
    
    
    
    Page34.8
    
    Method of service of notices on directors
    
    
    6134.9
    
    Method of service of notice by directors on the company
    
    
    6134.10
    
    Time of service
    
    
    6134.11
    
    Other communications and documents
    
    
    6234.12
    
    Written notices
    
    
    6235
    
    General
    
    
    6235.1
    
    Submission to jurisdiction
    
    
    6235.2
    
    Prohibition and enforceability
    
    
    62Schedule 1  Installment Receipts, ESOP and Approved Nominator provisions
    
    
    63Schedule 2  Participation by the Commonwealth
    
    
    68
 Freehills Melbourne\004869358
    
    page 6
  431




---



##### 



Telstra Corporation Limited ABN 33 051 775 556
 A public company limited by shares
 Constitution
 1
    
    Preliminary
 1.1
    
    Definitions and interpretation
 (a)
    
    In this constitution:Actmeans the Corporations Act 2001 (Cth);Associatehas the same meaning as in the Telstra Act;ASTC Settlement Rulesmeans the operating rules of ASX Settlement and Transfer
Corporation Pty Limited and, to the extent that they are applicable, the
operating rules of the Exchange and the operating rules of Australian Clearing
House Pty Limited;business dayhas the same meaning as in the Listing Rules;Claimmeans, for the purposes of rule 30:
 (a)
    
    any writ, summons, cross-claim, counterclaim application or
other originating legal or arbitral process against an Officer as such an
Officer;(b)
    
    any hearing, complaint, enquiry, investigation, proceeding or application
however commenced or originating against an Officer as such an Officer;(c)
    
    any written or oral demand or threat that might result in the Officer
reasonably believing that any such process, hearing, complaint, enquiry,
investigation, proceeding or application referred to in paragraphs (a) or (b)
above may be initiated,
 which may give rise to a right to be indemnified or a
right to be advanced an amount by the company under rule 30;Domestic Holdingmeans the holding of a Foreign Member consisting of the members
Domestic Shares;Domestic Sharesmeans those shares held by a Foreign Member which, if those
shares were the only shares held by that member, the member would not be a
Foreign Member;Employeemeans, for the purposes of rule 30, a person who is or has been an
employee of the company or a related body corporate of the company, who is not an
Officer or an Outside Officer;Exchangemeans Australian Stock Exchange Limited or such other body corporate
that is declared by the directors to be the companys primary stock exchange for
the purposes of this definition;
 Freehills Melbourne\004869358
    
    page 1
  432




---



##### 



Foreign Holdingmeans the shares held by a Foreign Member in each HIN or SRN in
relation to which the member is a Foreign Member, excluding any Domestic Shares
held by that member in the relevant HIN or SRN;Foreign Membermeans:
 (a)
    
    a member who is a Foreign Person or an Associate of a Foreign Person and who
holds an interest in the shares registered in the name of that member;(b)
    
    a member who is the registered holder of shares in which a Foreign Person or
an Associate of a Foreign Person has an interest;(c)
    
    the depository for the American Depository Receipts or its custodian (unless
the Foreign Ownership Regulations provide otherwise);(d)
    
    a member holding shares registered on any New Zealand branch share register
of the company in respect only of such shares (unless the Foreign Ownership
Regulations provide otherwise); or(e)
    
    a member who is a person deemed a Foreign Member under the Foreign Ownership
Regulations published under rule 11.2 from time to time;
 Foreign Ownership Regulationsmeans the rules, regulations, forms, procedures
and policies published by the directors under rule 11.2 from time to time;Foreign Personhas the same meaning as in the Telstra Act;Foreign Registermeans a register containing such information as the directors
consider appropriate in relation to shares held by Foreign Members and foreign
ownership generally;HINhas the same meaning as in the ASTC Settlement Rules;interestin relation to a share under rules 1.1 and 11, has the same meaning as
in the Telstra Act but does not include any interest required to be disregarded
under the Telstra Act or regulations made under that Act;Listing Rulesmeans the listing rules of the Exchange as they apply to the
company;member:
 (a)
    
    subject to paragraph (b), means a person for the time being entered in
the register as a member of the company; and(b)
    
    for so long as schedule 1 applies, has the meaning as set out in schedule
1;
 Mixed Membermeans a Foreign Member, as defined in paragraphs (a) and (b) of
that term, who holds Domestic Shares;Officer, for the purposes of rule 30, means:
 (a)
    
    a person who is or has been a director, alternate director, secretary or
senior manager of the company or a wholly owned subsidiary of the company; and
 Freehills Melbourne\004869358
    
    page 2
  433




---



##### 



(b)
    
    a person who is or has been a director, alternate director, secretary or
senior manager of a related body corporate of the company (other than a wholly
owned subsidiary of the company) while also a director or an employee of the
company or a wholly owned subsidiary of the company;
 Outside Entity means, for the purposes of rule 30, a body corporate which is not
a related body corporate of the company;Outside Officermeans, for the purposes of rule 30, a person who is or has been
a director, alternate director, secretary or senior manager of a related body
corporate of the company (other than a wholly owned subsidiary of the company)
while not an employee or director of the company or a wholly owned subsidiary of
the company;proper ASTC transferhas the same meaning as in the Corporations Regulations
2001 (Cth);record timemeans:
 (a)
    
    in the case of a meeting for which the caller of the meeting has decided,
under the Act, that shares are to be taken to be held by the persons who held
them at a specified time before the meeting, that time; and(b)
    
    in any other
case, the time of the relevant meeting;
 Register:
 (a)
    
    subject to paragraph (b), means the register of members kept in accordance
with the Act; and(b)
    
    for so long as schedule 1 applies, has the meaning set out in schedule 1;
 registered address:
 (a)
    
    subject to paragraph (b), means the address of a member as shown on the
Register; and(b)
    
    for so long as schedule 1 applies, has the meaning as set out in schedule
1;
 representative, in relation to a member which is a body corporate and in
relation to a meeting, means a person authorised in accordance with the Act (or
a corresponding previous law) by the body corporate to act as its representative
at the meeting;restricted securityhas the same meaning as in rule 2.4 of this constitution;sealmeans any common seal, duplicate seal or certificate seal of the company;senior managerhas the same meaning as in the Act;SRNhas the same meaning as in the ASTC Settlement Rules;Telstra Actmeans the Telstra Corporation Act 1991 (Cth);transmission eventmeans:
 Freehills Melbourne\004869358
    
    page 3
  434




---



##### 



(a)
    
    for a member who is an individual, the members death, the members
bankruptcy or the member becoming of unsound mind or a person who, or whose
estate, is liable to be dealt with in any way under the law relating to mental
health; and(b)
    
    for a member who is a body corporate, the dissolution of the member or the
succession by another body corporate to the assets and liabilities of the
member;
 Unacceptable Foreign Ownership Situationhas the same meaning as in section 8BG
of the Telstra Act;Unacceptable Individual Foreign Ownership Situationhas the meaning given to the
term Unacceptable Foreign Ownership Situation described in section 8BG(b) of the
Telstra Act; andURLmeans Uniform Resource Locator, the address that specifies
the location of a file on the internet.(b)
    
    A reference in this constitution to a partly paid share is a reference to a share
on which there is an amount unpaid.(c)
    
    A reference in this constitution to an amount unpaid on a share includes a
reference to any amount of the issue price which is unpaid.(d)
    
    A reference in this constitution to a call or an amount called on a share includes a
reference to a sum that, by the terms of issue of a share, becomes payable on issue or at
a fixed date.(e)
    
    A reference in this constitution to a member for the purposes of a meeting of
members for which the caller of the meeting has determined a record time is a
reference to a registered holder of shares as at the relevant record time.(f)
    
    A reference in this constitution to a member present at a general meeting is a
reference to:
 (1)
    
    a member present in person; or(2)
    
    a member present by proxy, attorney or representative; or(3)
    
    except in any rule which specifies a quorum, a member who has duly lodged a valid
direct vote in relation to the general meeting under rule 20.4(j).
 (g)
    
    A chairman or deputy chairman appointed under this constitution may be referred to
as chairperson, or deputy chairperson, or as chair, if applicable.(h)
    
    A reference in this constitution to a person holding or occupying a particular
office or position is a reference to any person who occupies or performs the duties of
that office or position.(i)
    
    The company may, but is not obliged to, treat a member as a separate member in
respect of each separate HIN or SRN under which its shares are recorded in the
Register.(j)
    
    Unless the contrary intention appears, in this constitution:
 (1)
    
    words that refer to a singular number also refer to plural numbers, and the
other way around;
 Freehills Melbourne\004869358
    
    page 4
  435




---



##### 



(2)
    
    words that refer to a gender also refer to the other genders;(3)
    
    words used to refer to persons generally or to refer to a natural person
include a body corporate, body politic, partnership, joint venture, association,
board, group or other body (whether or not the body is incorporated);(4)
    
    a reference to a person includes that persons successors and legal personal
representatives;(5)
    
    a reference to a statute or regulation, or a provision of any of them
includes all statutes, regulations or provisions amending, consolidating or
replacing them, and a reference to a statute includes all regulations,
proclamations, ordinances and by-laws issued under that statute;(6)
    
    a reference to the Listing Rules or the ASTC Settlement Rules includes any
variation, consolidation or replacement of those rules and is to be taken to be
subject to any applicable waiver or exemption; and(7)
    
    where a word or phrase is given a particular meaning, other parts of speech
and grammatical forms of that word or phrase have corresponding meanings.
 (k)
    
    In this constitution, headings and bold type are only for convenience and do not
affect the meaning of this constitution.(l)
    
    In this constitution, footnotes are only for convenience, and do not form part of
the constitution or affect the meaning of this constitution.(m)
    
    This constitution is to be read together with all attached schedules, and a
reference to this constitution includes a reference to its schedules.
 1.2
    
    Application of other rules
 (a)
    
    The rules that apply as replaceable rules to companies under the Act, and the
regulations in Table A in the legislation under which the company was formed, do not
apply to the company except so far as they are repeated in this constitution.(b)
    
    Despite any provision of this constitution, the Telstra Act applies to the
governance of the company and, where any provision of this constitution is inconsistent
with a provision of the Telstra Act, then the Telstra Act applies to the exclusion of
this constitution to the extent of the inconsistency.(c)
    
    Unless the contrary intention appears, in this constitution:
 (1)
    
    an expression in a rule that deals with a matter dealt with by a provision
of the Act, the Listing Rules or the ASTC Settlement Rules has the same meaning
as in that provision; and(2)
    
    subject to rule 1.2(c)(1), an expression in a rule that is used in the Act
has the same meaning in this constitution as in the Act.
 Freehills Melbourne\004869358
    
    page 5
  436




---



##### 



1.3
    
    Exercising powers
 (a)
    
    The company may, in any way the Act permits:
 (1)
    
    exercise any power;(2)
    
    take any action; or(3)
    
    engage in any conduct or procedure,
 which, under the Act a company limited by shares
may exercise, take or engage in.(b)
    
    Where this constitution provides that a person may do a particular act or thing,
the act or thing may be done at the persons discretion.(c)
    
    Where this constitution confers a power to do a particular act or thing, the power
is, unless the contrary intention appears, to be taken as including a power exercisable
in the same way and subject to the same conditions (if any) to repeal,
rescind, revoke, amend or vary that act or thing.(d)
    
    Where this constitution confers a power to do a particular act or thing, the power
may be exercised from time to time and may be exercised subject to conditions.(e)
    
    Where this constitution confers a power to do a particular act or thing concerning
particular matters, the power is, unless the contrary intention appears, to be taken to
include a power to do that act or thing as to only some of those matters or as to a
particular class of those matters, and to make different provision concerning different
matters or different classes of matters.(f)
    
    Where this constitution confers a power to make appointments to an office or position
(except the power to appoint a director under rule 23.3(a)), the power is, unless the
contrary intention appears, to be taken to include a power:
 (1)
    
    to appoint a person to act in the office or position until a person is appointed to the
office or position;(2)
    
    to remove or suspend any person appointed (without prejudice to any rights or
obligations under any contract between the person and the company); and(3)
    
    to appoint another person temporarily in the place of any person removed or suspended or
in the place of any sick or absent holder of the office or position.
 (g)
    
    Where this constitution gives power to a person to delegate a function or power:
 (1)
    
    the delegation may be concurrent with, or (except in the case of a delegation by the
directors) to the exclusion of, the performance or exercise of that function or power by
the person;(2)
    
    the delegation may be either general or limited in any way provided in the terms of
delegation;
 Freehills Melbourne\004869358
    
    page 6
  437




---



##### 



(3)
    
    the delegation need not be to a specified person but may be to any person
holding, occupying or performing the duties of a specified office or position;(4)
    
    the delegation may include the power to delegate; and(5)
    
    where performing or exercising that function or power depends on that
persons opinion, belief or state of mind about a matter, that function or power
may be performed or exercised by the delegate on the delegates opinion, belief
or state of mind about that matter.
 1.4
    
    CurrencyAny amount payable to the holder of a share, whether in relation to dividends, repayment
of capital, participation in surplus property of the company or otherwise,
may, with the agreement of the holder or under the terms of issue of the share, be paid
in the currency of a country other than Australia. The directors may fix a time on or
before the payment date as the time at which the applicable exchange rate will be
determined for that purpose.1.5
    
    Transitional provisionsThis constitution must be interpreted in such a way that:
 (a)
    
    every director, managing director and secretary in office in that capacity
immediately before this constitution is adopted continues in office subject to, and is
taken to have been appointed or elected under, this constitution;(b)
    
    the directors are taken, immediately after this constitution is adopted, to have
decided under rule 23.1 a number which is equal to the number of the persons in office as
directors immediately after this constitution is adopted;(c)
    
    any register maintained by the company immediately before this constitution is
adopted is taken to be a register maintained under this constitution;(d)
    
    any seal adopted by the company as a seal immediately before this constitution is
adopted is taken to be a seal which the company has under a relevant authority given by
this constitution;(e)
    
    for the purposes of rule 12.8, a cheque issued under the predecessor of rule 12.7(a)
is taken to have been issued under rule 12.7(a) , any money held at the date of adoption
of this constitution for a member under the predecessor of rule 12.7(c) is taken to have
been held in an account under rule 12.7(c), and any money held at the date of adoption of
this constitution for a member the company regards as uncontactable is taken to have been
held in an account under rule 12.7(d) ;(f)
    
    unless a contrary intention appears in this constitution, all persons, things,
agreements and circumstances appointed, approved or created by or under the constitution
of the company in force before this constitution is adopted continue to have the same
status, operation and effect after this constitution is adopted;(g)
    
    the directors are permitted to:
 Freehills Melbourne\004869358
    
    page 7
  438




---



##### 



(1)
    
    pay or provide to any director who was appointed before 30 June 2002 or a
legal personal representative, spouse, relative or dependant of the director, in
addition to any remuneration of that director under rule 24.1(a), a pension or benefit
for past services rendered by that director at any time after the director dies or
ceases to hold office as a director for any other reason; and(2)
    
    cause the company to enter into a contract with the director or a legal
personal representative, spouse, relative or dependant of the director to give effect
to such a payment or provide for such a benefit; and
 (h)
    
    the directors are permitted to
establish or support, or assist in the establishment or support, of funds and trusts to
provide pension, retirement, superannuation or similar payments or benefits to or
in respect of any director who was appointed before 30 June 2002 or a former
director and grant pensions and allowances to those persons or their dependants either
by periodic payment or a lump sum, including by making payments into a superannuation
fund or otherwise.
 2
    
    Shares
 2.1
    
    Directors power to issue shares 1Subject to this constitution the directors may:
 (a)
    
    issue, allot or grant options for, or otherwise dispose of, shares in the company;
and(b)
    
    decide:
 (1)
    
    the persons to whom shares are issued or options are granted;(2)
    
    the terms on which shares are issued or options are granted; and(3)
    
    the rights and restrictions attached to those shares or options.
 2.2
    
    Joint holders of sharesWhere 2 or more persons are registered as the holders of a share, they hold it as joint
tenants with rights of survivorship, on the following conditions:
 (a)
    
    they are liable individually as well as jointly for all payments, including calls,
in respect of the share;(b)
    
    subject to rule 2.2(a), on the death of any one of them the survivor is the only
person the company will recognise as having any title to the share;(c)
    
    any one of them may give effective receipts for any dividend, bonus, interest
or other distribution or payment in respect of the share; and
 
 1
    
    The power of directors under this rule 2.1 is subject to the power of the
Minister of Finance to direct Telstra not to dilute the Commonwealths equity up to the 85% sale
day (that is, the day the Commonwealth holds less than 15% of the voting shares in the company)
(see section 8AYA, Telstra Act). Freehills Melbourne\004869358
    
    page 8
  439




---



##### 



(d)
    
    except where persons are jointly entitled to a share because of a
transmission event, or where required by the Listing Rules or the ASTC Settlement Rules,
the company may, but is not required to, register more than 3 persons as joint holders
of the share.
 2.3
    
    Equitable and other claimsThe company may treat the registered holder of a share as the absolute owner of that
share and need not:
 (a)
    
    recognise a person as holding a share on trust, even if the company has notice of a
trust; or(b)
    
    recognise, or be bound by, any equitable, contingent, future or partial claim to or
interest in a share by any other person, except an absolute right of ownership in the
registered holder, even if the comp any has notice of that claim or interest.
 2.4
    
    Restricted securitiesIf, at any time, any of the share capital of the company is classified by the Exchange
as restricted securities, then despite any other provision of this constitution:
 (a)
    
    the restricted securities must not be disposed of during the escrow period except as
permitted by the Listing Rules or the Exchange;(b)
    
    the company must refuse to acknowledge a disposal (including registering a transfer)
of the restricted securities during the escrow period except as permitted by the Listing
Rules or the Exchange; and(c)
    
    during a breach of the Listing Rules relating to restricted securities, or a breach
of a restriction agreement, the holder of the restricted securities is not entitled to
any dividend or distribution, or voting rights, in respect of the restricted securities.
 3
    
    Preference shares
 3.1
    
    Power to issue preference sharesThe company may issue preference shares including preference shares which are, or at
the option of the company or holder are, liable to be redeemed or convertible into
ordinary shares.3.2
    
    Rights attaching to preference shares
 (a)
    
    Each preference share confers on the holder a right to receive a preferential
dividend, in priority to the payment of any dividend on the ordinary shares, at the
rate and on the basis decided by the directors under the terms of issue.(b)
    
    In addition to the preferential dividend and rights on winding up, each preference
share may participate with the ordinary shares in profits and
 Freehills Melbourne\004869358
    
    page 9
  440




---



##### 



assets of the company, including on a winding up, if and to the extent the
directors decide under the terms of issue.(c)
    
    The preferential dividend may be cumulative only if and to the extent the directors
decide under the terms of issue, and will otherwise be non-cumulative.(d)
    
    Each preference share confers on its holder the right in a winding up and on
redemption to payment in priority to the ordinary shares of:
 (1)
    
    the amount of any dividend accrued but unpaid on the share at the date of winding up
or the date of redemption; and(2)
    
    any additional amount specified in the terms of issue.
 (e)
    
    To the extent the directors may decide under the terms of issue, a preference share
may confer a right to a bonus issue or capitalisation of profits in favour of holders of
those shares only.(f)
    
    A preference share does not confer on its holder any right to participate in the
profits or property of the company except as set out above.
 3.3
    
    Voting rights attaching to preference shares
 (a)
    
    A preference share does not entitle its holder to vote at any general meeting of the
company except in the following circumstances:
 (1)
    
    on any of the proposals specified in rule 3.3(b);(2)
    
    on a resolution to approve the terms of a buy back agreement;(3)
    
    during a period in which a dividend or part of a dividend on the share is in arrears;(4)
    
    during the winding up of the company; or(5)
    
    in any other circumstances in which the Listing Rules require holders of preference
shares to be entitled to vote.
 (b)
    
    The proposals referred to in rule 3.3(a)(1) are proposals:
 (1)
    
    to reduce the share capital of the company;(2)
    
    that affect rights attached to the share;(3)
    
    to wind up the company; or(4)
    
    for the disposal of the whole of the property, business and undertaking of
the company.
 (c)
    
    The holder of a preference share who is entitled to vote in respect of that share
under rule 3.3(a) is, on a poll, entitled to the number of votes specified in, or
determined in accordance with, the terms of issue for the share.
 3.4
    
    Redemption of redeemable preference sharesIn the case of a redeemable preference share, the company must, at the time and place
for redemption specified in, or determined in accordance with, the terms of issue for
the share, redeem the share and, on receiving a redemption notice under
 Freehills Melbourne\004869358
    
    page 10
  441




---



##### 



the terms of issue, pay to or at the direction of the holder the amount payable on
redemption of the share.3.5
    
    Restrictions on transfer of preference sharesA holder of a preference share must not transfer or purport to transfer, and the
directors, to the extent permitted by the Listing Rules, must not register a transfer
of, the share if the transfer would contravene any restrictions on the right to transfer
the share set out in the terms of issue for the share.
 4
    
    Alteration of share capital
 4.1
    
    Directors power to give effect to an alteration of share capitalSubject to the Act, the directors may do anything required to give effect to any
resolution altering the companys share capital, including, where a member becomes
entitled to a fraction of a share on a consolidation:
 (a)
    
    making cash payments;(b)
    
    determining that fractions may be disregarded in order to adjust the rights of all
parties;(c)
    
    appointing a trustee to deal with any fractions on behalf of members; and(d)
    
    rounding up each fractional entitlement to the nearest whole share by capitalising
any amount available for capitalisation under rule 13 even though only some of the
members participate in the capitalisation.
 4.2
    
    Conversion or reclassification of sharesSubject to rule 4.3, the company may by resolution convert or reclassify shares from one
class to another.4.3
    
    Variation of class rights
 (a)
    
    The rights attached to any class of shares may, unless their terms of issue state
otherwise, be varied:
 (1)
    
    with the written consent of the holders of 75% of the shares of the class; or(2)
    
    by a special resolution passed at a separate meeting of the holders of shares of the
class.
 (b)
    
    The provisions of this constitution relating to general meetings apply, with
necessary changes, to separate class meetings as if they were general meetings except
that:
 (1)
    
    a quorum is two or more persons who, together, hold or represent by proxy, attorney
or representative, at least 10% of the issued
 Freehills Melbourne\004869358
    
    page 11
  442




---



##### 



shares of the class or, if there is one
holder of shares in a class, that person;2 and(2)
    
    any holder of shares of the class present in person or by proxy, attorney or
representative, may demand a poll.
 (c)
    
    The rights conferred on the holders of any class of shares are to be taken as not
having been varied by the creation or issue of further shares ranking equally with them.
 5
    
    Calls
 5.1
    
    Directors powers regarding calls
 (a)
    
    Subject to the terms on which any shares are issued, the directors may:
 (1)
    
    make calls on the members for any amount unpaid on their shares which is not
by the terms of issue of those shares made payable at fixed times; and(2)
    
    on the issue of shares, differentiate between members as to the amount of calls to
be paid and the time for payment.
 (b)
    
    The directors may require a call to be paid by instalments.(c)
    
    A call is taken to have been made when the resolution of the directors authorising
the call is passed.
 5.2
    
    Notice of calls
 (a)
    
    The directors must send members notice of a call at least 14 days (or such longer
period required by the Listing Rules) before the amount called is due, specifying the
time and place of payment.(b)
    
    A call is valid even if a member for any reason does not receive notice of the
call.
 5.3
    
    Payment of calls
 (a)
    
    Each member must pay to the company by the time and at the place specified the
amount called on the members shares.(b)
    
    Any amount unpaid on a share that, by the terms of issue of the share, becomes
payable on issue or at a fixed date:
 (1)
    
    is treated for the purposes of this constitution as if that amount were payable
under a call duly made and notified; and(2)
    
    must be paid on the date on which it is payable under the terms of issue of the
share.
 
 2
    
    Until the Commonwealth ceases to hold a majority of the voting shares in the
company, this quorum provision subject to rule 3 of schedule 2 of this constitution. Freehills Melbourne\004869358
    
    page 12
  443




---



##### 



5.4
    
    Interest and other costs on unpaid callsIf an amount called on a share is not paid in full by the time specified for payment,
the person who owes the amount must pay:
 (a)
    
    interest on the unpaid part of the amount from the date payment is due to the date
payment is made, at a rate determined under rule 10; and(b)
    
    any costs, expenses or damages the company incurs due to the failure to pay or late
payment.
 5.5
    
    Directors power to revoke or waive a call
 (a)
    
    The directors may revoke a call or extend the time for payment.(b)
    
    The directors may, to the extent the law permits, waive or compromise all or part of
any payment due to the company under the terms of issue of a share or under this rule 5.
 5.6
    
    Proceedings to recover calls
 (a)
    
    In a proceeding to recover a call, or an amount payable due to the failure to pay or
late payment of a call, proof that:
 (1)
    
    the name of the defendant is entered in the Register as the holder or one of the
holders of the share on which the call is claimed;(2)
    
    the resolution making the call is recorded in the minute book; and(3)
    
    notice of the call was given to the defendant complying with this constitution,
 is conclusive evidence of the obligation to pay the call and it is not necessary to
prove the appointment of the directors who made the call or any other matter.(b)
    
    In rule 5.6(a), defendant includes a person against whom the company alleges a set-off
or counterclaim, and a proceeding to recover a call or an amount is to be interpreted
accordingly.
 5.7
    
    Payments in advance of calls
 (a)
    
    The directors may accept from a member the whole or a part of the amount unpaid on
a share even though no part of that amount has been called.(b)
    
    The directors may authorise payment by the company of interest on an amount
accepted under rule 5.7(a), until the amount becomes payable, at a rate agreed between
the directors and the member paying the amount.(c)
    
    The directors may repay to a member any amount accepted under rule 5.7(a).
 Freehills Melbourne\004869358
    
    page 13
  444




---



##### 



6
    
    Forfeiture and indemnity
 6.1
    
    Failure to pay a callIf a member fails to pay the whole of a call or an instalment of a call by the time
specified for payment, the directors may serve a notice on that member:
 (a)
    
    requiring payment of the unpaid part of the call or instalment, together with any
interest that has accrued and all costs, expenses or damages that the company has
incurred due to the failure to pay;(b)
    
    naming a further time (at least 14 days after the date of the notice) by which, and
a place at which, the amount payable under rule 6.1(a) must be paid; and(c)
    
    stating that if the whole of the amount payable under rule 6.1(a) is not paid by the
time and at the place named, the shares on which the call was made will be liable to be
forfeited.
 6.2
    
    Failure to comply with rule 6.1 notice
 (a)
    
    If a member does not comply with a notice served under rule 6.1, the directors may by
resolution forfeit any share concerning which the notice was given at any time after the day
named in the notice and before the payment required by the notice is made.(b)
    
    A forfeiture under rule 6.2(a) includes all dividends, interest and other amounts
payable by the company on the forfeited share and not actually paid before the
forfeiture.
 6.3
    
    Notice of forfeiture of a share
 (a)
    
    Where a share has been forfeited:
 (1)
    
    notice of the resolution must be given to the member in whose name the
share stood immediately before the forfeiture; and(2)
    
    an entry of the forfeiture, with the date, must be made in the Register.
 (b)
    
    Failure to give the notice or to make the entry required under rule 6.3(a) does not
invalidate the forfeiture.
 6.4
    
    Sale or reissue of forfeited sharesA forfeited share becomes the property of the company and the directors may sell,
reissue or otherwise dispose of the share as they think fit and, in the case of reissue
or other disposal, with or without crediting as paid up any amount paid on the share by
any former holder.6.5
    
    Loss of member rights on forfeited shares
 (a)
    
    A person whose shares have been forfeited ceases to be a member as to the forfeited
shares, but must, if the directors decide, pay to the company:
 Freehills Melbourne\004869358
    
    page 14
  445




---



##### 



(1)
    
    all calls, instalments, interest, costs, expenses and damages owing on the
shares at the time of the forfeiture; and(2)
    
    interest on the unpaid part of the amount payable under rule 6.5(a)(1), from
the date of the forfeiture to the date of payment, at a rate determined under rule 10.
 (b)
    
    The forfeiture of a share extinguishes all interest in, and all claims and
demands against the company relating to, the forfeited share and, subject to rule
9.3(c), all other rights attached to the share.
 6.6
    
    Exemption, waiver and cancellation of forfeitureThe directors may:
 (a)
    
    exempt a share from all or part of this rule 6 ;(b)
    
    waive or compromise all or part of any payment due to the company under this rule 6;
and(c)
    
    before a forfeited share has been sold, reissued or otherwise disposed of, cancel
the forfeiture on the conditions they decide.
 6.7
    
    Members indemnity
 (a)
    
    If the company becomes liable for any reason under a law to make a payment:
 (1)
    
    in respect of shares held solely or jointly by a member;(2)
    
    in respect of a transfer or transmission of shares by a member;(3)
    
    in respect of dividends, bonuses or other amounts due or payable or which may become
due and payable to a member; or(4)
    
    in any other way for, on account of or relating to a member,
 rule 6.7(b) applies, in addition to any right or remedy the company may otherwise have.(b)
    
    The member or, if the member is dead, the members legal personal representative
must:
 (1)
    
    fully indemnify the company against that liability;(2)
    
    on demand reimburse the company for any payment made; and(3)
    
    pay interest on the unpaid part of the amount payable to the company under rule
6.7(b)(2), from the date of demand until the date the company is reimbursed in full for
that payment, at a rate determined under rule 10.
 (c)
    
    The directors may:
 (1)
    
    exempt a share from all or part of this rule 6.7; and(2)
    
    waive or compromise all or part of any payment due to the company under this rule
6.7.
 Freehills Melbourne\004869358
    
    page 15
  446




---



##### 



7
    
    Lien
 7.1
    
    Lien on shares
 (a)
    
    The company has a first lien on:
 (1)
    
    each partly paid share for all unpaid calls and instalments due on that
share; and(2)
    
    each share for any amounts the company is required by law to pay and has
paid in respect of that share.
 In each case the lien extends to reasonable interest and expenses incurred
because the amount is not paid.(b)
    
    The companys lien on a share extends to all dividends payable on the share and to
the proceeds of sale of the share.
 7.2
    
    Enforcement of liens by saleThe directors may sell a share on which the company has a lien as they think fit where:
 (a)
    
    an amount for which a lien exists under this rule 7 is presently payable; and(b)
    
    the company has given the registered holder a written notice, at least 14 days before
the date of the sale, stating and demanding payment of that amount.
 7.3
    
    Protection of lien
 (a)
    
    The directors may do anything necessary or desirable under the ASTC Settlement Rules
to protect any lien, charge or other right to which the company is entitled under this
constitution or a law.(b)
    
    When the company registers a transfer of shares on which the company has a lien
without giving the transferee notice of its claim, the companys lien is released so far
as it relates to amounts owing by the transferor or any predecessor in title.
 7.4
    
    Exemption and waiver of liensThe directors may:
 (a)
    
    exempt a share from all or part of this rule 7; and(b)
    
    waive or compromise all or part of any payment due to the company under this rule 7.
 8
    
    Surrender of shares
 (a)
    
    The directors may accept a surrender of a share by way of compromise of a claim.(b)
    
    Any share so surrendered may be sold, reissued or otherwise disposed in the same manner as a
forfeited share.
 Freehills Melbourne\004869358
    
    page 16
  447




---



##### 



9
    
    Sale, reissue or other disposal of shares by the company
 9.1
    
    Reference to sale of a share by the company
 A reference in this rule 9 to a sale of a share by the company is a reference to any
sale, reissue or other disposal of a share under rule 6.4, rule 7.2, rule 11.5, or
rule 17.9.2
    
    Directors powers upon sale of a share
 When the company sells a share, the directors may:
 (a)
    
    receive the purchase money or consideration given for the share;(b)
    
    effect a transfer of the share or execute or appoint a person to execute, on
behalf of the former holder, a transfer of the share; and(c)
    
    register as the holder of the share the person to whom the share is sold.
 9.3
    
    Transferees rights regarding share
 (a)
    
    A person to whom the company sells shares need not take any steps to investigate
the regularity or validity of the sale, or to see how the purchase money or
consideration on the sale is applied. That persons title to the shares is not
affected by any irregularity by the company in relation to the sale. A sale of the
share by the company is valid even if a transmission event occurs to the member
before the sale.(b)
    
    The only remedy of a person who suffers a loss because of a sale of a share by
the company is a claim for damages against the company.(c)
    
    On completion of a sale, reissue or other disposal of a share under rule 6.4,
the rights which attach to the share which were extinguished under rule 6.5(b)
revive.
 9.4
    
    Application of proceeds of sale, reissue or disposal
 (a)
    
    The proceeds of a sale of shares by the company must be applied in paying:
 (1)
    
    first, the expenses of the sale; and(2)
    
    secondly, all amounts payable (whether presently or not) by the former holder to
the company,
  (b)
    
    The proceeds of sale arising from a notice under rule 17.2(a) must not be
applied in payment of the expenses of the sale and must be paid to the former holder
on the former holder delivering to the company proof of title to the shares
acceptable to the directors.(c)
    
    Until the proceeds of a sale of a share sold by the company are claimed or
otherwise disposed of according to law, the directors may invest or use the proceeds
in any other way for the benefit of the company.
 Freehills Melbourne\004869358
    
    page 17
 
  448




---



##### 



(d)
    
    The company is not required to pay interest on money payable to a former holder
under this rule 9.
 9.5
    
    Proof of due forfeiture, sale, reissue or disposal
 A written statement by a director or secretary of the company that a share in the
company has been:
 (a)
    
    duly forfeited under rule 6.2(a);(b)
    
    duly sold, reissued or otherwise disposed of under rule 6.4; or(c)
    
    duly sold under rule 7.2, 11.5 or rule 17,
  10
    
    Interest payable by member
 (a)
    
    For the purposes of rules 5.4(a), 6.5(a)(2) and 6.7(b)(3) , the rate of
interest payable to the company is:
 (1)
    
    if the directors have fixed a rate, that rate; or(2)
    
    in any other case, a rate per annum 2% higher than the rate fixed under section
2 of the Penalty Interest Rates Act 1983 (Vic).
 (b)
    
    Interest accrues daily and may be capitalised monthly or at such other intervals
the directors decide.
 11
    
    Limitations on foreign ownership
 11.1
    
    Foreign ownership restrictions in Telstra Act
 (a)
    
    The Telstra Act restricts the holding of particular foreign ownership stakes in
the company. Compliance with the restrictions is essential as a failure to comply is
an offence and may lead to severe penalties.(b)
    
    The purpose of this rule 11 is to facilitate the companys compliance with the
foreign ownership restrictions in the Telstra Act and to ensure that any breach is
remedied as soon as possible.(c)
    
    This rule 11 will only apply while the Telstra Act restricts the holding of
particular foreign ownership stakes in the company.
 11.2
    
    Foreign Ownership Regulations
 (a)
    
    The directors may, from time to time, publish any rules, regulations, forms,
procedures and policies as the directors reasonably consider necessary or convenient
to facilitate the companys compliance with the foreign ownership restrictions in
the Telstra Act and to ensure that any breach is remedied as soon as possible.(b)
    
    The Foreign Ownership Regulations will be binding on members.
 Freehills Melbourne\004869358
    
    page 18
  449




---



##### 



(c)
    
    Without limiting rule 11.2(a), the Foreign Ownership Regulations may specify, for the
purposes of this rule 11:
 (1)
    
    whether a members shareholding (or a part of a members shareholding) will be deemed a
Foreign Holding and counted towards the limit on foreign ownership under these rules and the
Foreign Ownership Regulations (foreign ownership limit);(2)
    
    mechanisms used by the directors to assess whether a members shareholding (or a part of
a members shareholding) will be counted towards the foreign ownership limit;(3)
    
    mechanisms used by the directors to monitor foreign ownership levels and the holdings of
individual members that the directors believe or suspect may count towards the foreign
ownership limit;(4)
    
    discretion for the directors to deem a members shareholding (or a part of a members
shareholding) as a Foreign Holding and counting towards the foreign ownership limit in
particular circumstances, including if the member has not provided the information required
by the directors; and(5)
    
    when and how a members shares must be disposed of to facilitate the companys
compliance with the foreign ownership restrictions in the Telstra Act and to ensure that any
breach is remedied as soon as possible.
 (d)
    
    Without limiting rule 11.2(a), the Foreign Ownership Regulations may:
 (1)
    
    require members to provide the directors with such information as the directors
request to facilitate the companys compliance with the foreign ownership restrictions in
the Telstra Act and to ensure that any breach is remedied as soon as possible; and(2)
    
    specify the form and times in which the information is to be provided.
  11.3
    
    Notification of foreign ownership
 (a)
    
    A member must notify the directors at the times and in the form and manner specified in
the Foreign Ownership Regulations:
 (1)
    
    whether the member is, or is not, a Foreign Member or a Mixed Member;(2)
    
    whether the Foreign Member has a Domestic Holding and a Foreign Holding;(3)
    
    the number of shares in the Foreign Member or Mixed Members Foreign Holding; and(4)
    
    any change to the number of shares in the Foreign Member or Mixed Members Foreign
Holding.
 Freehills Melbourne\004869358
    
    page 19
  450




---



##### 



11.4
    
    Unacceptable Individual Foreign Ownership Situation
 (a)
    
    A Foreign Member must, as soon as practicable, notify the directors if the Foreign
Member becomes aware that an Unacceptable Individual Foreign Ownership Situation exists
in relation to any shares held by the Foreign Member or in relation to any person who
has an interest in shares registered in the name of the member.(b)
    
    The directors may, at any time, send to a member a request for information in a form
approved by the directors which requires the member to inform the directors whether the
member is aware that an Unacceptable Individual Foreign Ownership Situation exists in
relation to any shares held by that member, or in relation to any person who has an
interest in shares registered in the name of the member (and if so, the name of the
relevant Foreign Person and the shares in which that person has an interest), and the
member must comply with the request.
 11.5
    
    Directors power to dispose of shares if Unacceptable Foreign Ownership Situation
 (a)
    
    The directors may, for the purpose of seeking to prevent an Unacceptable Foreign
Ownership Situation occurring or continuing, procure the disposal of shares. In
exercising this power, the directors must follow the Foreign Ownership Regulations.(b)
    
    For the purposes of rule 11.5(a):
 (1)
    
    the directors may sell the Foreign Members shares at the best price reasonably
obtainable at the relevant time. For this purpose, any sale of shares by the
directors on the Exchange will be regarded as discharging this obligation; and(2)
    
    each member appoints the company and each of the directors jointly and severally
as its attorney (with power to appoint sub-attorneys) in the name of the member and
on behalf of the member to execute any documents and implement any procedures as may
be necessary or desirable in the opinion of the attorney to procure the transfer of shares on behalf of the member.
 (c)
    
    The proceeds of any sale of shares under this rule 11.5 will be dealt with in
accordance with rule 9 of this constitution.(d)
    
    The net amount payable to the Foreign Member may be paid in any manner determined by
the directors under rule 12.7(a) .
 11.6
    
    Exercise of powers by directors
 (a)
    
    The company and its members acknowledge and recognise that the exercise of the powers
given to the directors under this rule 11 and the Foreign Ownership Regulations may
disadvantage individual members (including possible adverse financial and taxation
consequences).(b)
    
    Despite rule 11.6(a), the members and the company acknowledge that the powers set out
in this rule 11 are reasonable and necessary to facilitate compliance with the foreign
ownership restrictions set out in the Telstra Act.
 Freehills Melbourne\004869358
    
    page 20
  451




---



##### 



(c)
    
    To the fullest extent permitted by law, the directors shall be under no liability to
the company or any member, and the company shall be under no liability to any member, for
any loss or disadvantage incurred by a member as a result, whether directly or
indirectly, of the directors exercising the powers provided by this rule 11 or those
powers set out in the Foreign Ownership Regulations from time to time.(d)
    
    Any resolution, determination or decision to exercise any discretion or power by the
directors under this rule 11 and the Foreign Ownership Regulations shall be final and
conclusive and may be made or exercised by the directors at their discretion including,
without limitation, a decision to sell shares under rule 11.5(a).
 11.7
    
    Foreign Register
 (a)
    
    The company may establish and maintain a Foreign Register in a manner and form
determined by the directors from time to time.(b)
    
    The Foreign Register does not form part of the Register of the company.(c)
    
    If a Foreign Member has a Domestic Holding
and a Foreign Holding, the directors may:
 (1)
    
    treat the member (for the purposes of this rule 11) as if the member were 2 separate
members each holding a different holding;(2)
    
    allocate different HINs or SRNs for the Domestic Holding and the Foreign Holding of that
member;(3)
    
    require the member to ensure that only Domestic Shares are recorded in the HIN or SRN of
the Domestic Holding.
 (d)
    
    The Foreign Ownership Regulations may prescribe other details in relation to the
establishment and maintenance of a Foreign Register by the company.(e)
    
    The information contained in the Foreign Register is to be taken as correct unless
proven otherwise.(f)
    
    The directors may rely on information in the Foreign Register when forming a belief
as to whether an Unacceptable Foreign Ownership Situation exists.
 11.8
    
    DelegationThe directors may delegate any of their powers under this rule 11, other than the powers
set out in rule 11.2 to any person. The provisions of this rule 11 apply to each person to
whom the directors have delegated a power under this rule 11 as if a reference to the
directors included a reference to that person.
 Freehills Melbourne\004869358
    
    page 21
  452




---



##### 



12
    
    Dividends
 12.1
    
    Directors power to pay dividends
 (a)
    
    The directors may pay any interim and final dividends that, in their judgment,
the financial position of the company justifies.(b)
    
    The directors may rescind a decision to pay a dividend if they decide, before
the payment date, that the companys financial position no longer justifies the
payment.(c)
    
    The directors may pay any dividend required to be paid under the terms of issue
of a share.(d)
    
    Paying a dividend does not require confirmation at a general meeting.
 12.2
    
    Proportional payment of dividendSubject to any rights or restrictions attached to any shares or class of shares:
 (a)
    
    all dividends must be paid equally on all shares, except that a partly paid
share confers an entitlement only to the proportion of the dividend which the amount
paid (not credited) on the share is of the total amounts paid and payable (excluding
amounts credited);(b)
    
    for the purposes of rule 12.2(a), unless the directors decide otherwise, an
amount paid on a share in advance of a call is to be taken as not having been paid
until it becomes payable; and(c)
    
    interest is not payable by the company on any dividend.
 12.3
    
    Entitlement to dividend
 (a)
    
    Subject to the ASTC Settlement Rules, the directors may fix a record date for a
dividend, with or without suspending the registration of transfers from that date
under rule 16.5.(b)
    
    Subject to the ASTC Settlement Rules, a dividend in respect of a share must be
paid to the person who is registered, or entitled under rule 16.3(a) to be
registered, as the holder of the share:
 (1)
    
    where the directors have fixed a record date in respect of the dividend, on that
date; or(2)
    
    where the directors have not fixed a record date in respect of that dividend, on
the date fixed for payment of the dividend,
  12.4
    
    Retention of transmittee dividendsSubject to the ASTC Settlement Rules, where a person is entitled to a share because
of a transmission event, the directors may, but need not, retain any dividends
payable on that share until that person becomes registered as the holder of that
share or transfers it.
 Freehills Melbourne\004869358
    
    page 22
  453




---



##### 



12.5
    
    Payment of dividends with assets or shares or out of a particular fund or reserve
 When resolving to pay a dividend, the directors may:
 (a)
    
    direct payment of the dividend wholly or partly by the distribution of specific assets,
including paid-up shares or other securities of the company or of another body corporate,
either generally or to specific members; and(b)
    
    unless prevented by the Listing Rules, direct payment of the dividend to particular
members wholly or partly out of any particular fund or reserve or out of profits derived
from any particular source, and to the other members wholly or partly out of any other
particular fund or reserve or out of profits derived from any other particular source.
 12.6
    
    Power to retain amounts from dividends payable
 The directors may retain from any dividend payable to a member any amount presently
payable by the member to the company and apply the amount retained to the amount owing.
 12.7
    
    Method of payment of dividends
 (a)
    
    The directors may decide the method of payment of any dividend or other amount in
respect of a share. Different methods of payment may apply to different members or groups of
members (such as overseas members). Without limiting any other method of payment which the
company may adopt, payment in respect of a share may be made:
 (1)
    
    by such electronic or other means approved by the directors directly to an account (of a
type approved by the directors) nominated in writing by the member or the joint holders; or(2)
    
    by cheque sent to the address of the members shown in the Register or, in the case of
joint holders, to the address shown in the Register of any of the joint holders, or to such
other address as the member or any of the joint holders in writing direct.
 (b)
    
    A cheque sent under rule 12.7(a):
 (1)
    
    may be made payable to the bearer who will be the member shown in the Register or,
in the case of joint holders, to either joint holder member in which case payment will be
deemed to have been made to the joint holder members in full; and(2)
    
    is sent at the members risk.
 (c)
    
    If the directors decide that payments will be made by electronic
transfer into an account (of a type approved by the directors)
nominated by a member, but no such account is nominated by the member or an electronic
transfer into a nominated account is rejected or refunded, the company may credit the amount
payable to an account of the company to be held until the member nominates a valid account.(d)
    
    Where a member does not have a registered address or the company believes that a
member is not known at the members registered address, the company may credit an amount
payable in respect of the members
 Freehills Melbourne\004869358
    
    page 23
  454




---



##### 



(e)
    
    An amount credited to an account under rule 12.7(c) or 12.7(d) is to be treated as
having been paid to the member at the time it is credited to that account. The company
will not be a trustee of the money and no interest will accrue on the money.
 12.8
    
    Unclaimed dividends
 (a)
    
    If a cheque for an amount payable under rule 12.7(a) is not presented for payment for
11 calendar months after issue or an amount is held in an account under rules 12.7(c) or
12.7(d) for 11 calendar months, the directors may reinvest the amount, after deducting
reasonable expenses, into shares in the company on behalf of, and in the name of, the
member concerned and may stop payment on the cheque. The shares may be acquired on market
or by way of new issue at a price the directors accept is market price at the time. Any
residual sum which arises from the reinvestment described in this rule 12.8(a) may be
carried forward or donated to charity on behalf of the member, as the directors decide.
The companys liability to pay the relevant amount is discharged by an application under
this rule 12.8.(b)
    
    The directors may do anything necessary or desirable (including executing any
document) on behalf of the member to effect the application of an amount under this rule
12.8. The directors may determine other rules to regulate the operation of this rule
12.8 and may delegate their power under this rule to any person.
 12.9
    
    Share investment planThe directors may:
 (a)
    
    establish a share investment plan on terms they decide, under which:
 (1)
    
    the whole or any part of any dividend or interest due to members or holders of any convertible
securities of the company who participate in the plan on their shares or any class of shares
or any convertible securities; or(2)
    
    any other amount payable to members,
  (b)
    
    amend, suspend or terminate a share investment plan.
 12.10
    
    Dividend selection plansThe directors may implement a dividend selection plan on terms they decide, under which
participants may choose:
 (a)
    
    to receive a dividend from the company paid wholly or
partly out of any particular fund or reserve or out of profits derived from any particular
source; or
 Freehills Melbourne\004869358
    
    page 24
  455




---



##### 



(b)
    
    to forego a dividend from the company in place of some other form of
distribution from the company or another body corporate or a trust,
 and amend, suspend or terminate a dividend selection plan.
 13
    
    Capitalising profits
 13.1
    
    Certain amounts may be capitalised and distributed among membersSubject to the Listing Rules, any rights or restrictions attached to any shares or
class of shares and any special resolution of the company, the directors may
capitalise and distribute among those members who would be entitled to receive
dividends and in the same proportions, any amount:
 (a)
    
    forming part of the undivided profits of the company;(b)
    
    representing profits arising from an ascertained accretion to capital or a revaluation of the assets of the company;(c)
    
    arising from the realisation of any assets of the company; or(d)
    
    otherwise available for distribution as a dividend.
 13.2
    
    Proportionate distribution of amounts capitalised
 (a)
    
    The directors may resolve that all or any part of the capitalised amount is to
be applied:
 (1)
    
    in paying up in full, at an issue price decided by the
resolution, any unissued shares in or other securities of the company;(2)
    
    in paying up any amounts unpaid on shares or other securities held by the members; or(3)
    
    partly as specified in rule 13.2(a)(1) and partly as specified in rule 13.2(a)(2).
  (b)
    
    Rules 12.2 and 12.3 apply, so far as they can and with any necessary changes, to
capitalising an amount under this rule 13 as if references in those rules to:
 (1)
    
    a dividend were references to capitalising an amount; and(2)
    
    a record date were references to the date the directors resolve to capitalise the amount under this rule 13.
 13.3
    
    Bonus shares on optionsWhere in accordance with the terms and conditions on which options to take up shares
are granted (and being options existing at the date of the passing of the resolution
referred to in rule 13.2(a)) a holder of those options will be entitled to an issue
of bonus shares under this rule 13, the directors may in determining the number of
unissued shares to be so issued, allow in an appropriate manner for the future issue
of bonus shares to options holders.
 Freehills Melbourne\004869358
    
    page 25
  456




---



##### 



14
    
    Ancillary powers regarding distributions on shares
 14.1
    
    Directors ancillary powers regarding distributions
 (a)
    
    To give effect to any resolution to reduce the capital of the company, to
satisfy a dividend as set out in rule 12.5(a) or to capitalise any amount under rule
13, the directors may:
 (1)
    
    settle as they think expedient any difficulty that arises in making the distribution or capitalisation and, in particular, make cash
payments in cases where members are entitled to fractions of shares or other
securities and decide that amounts or fractions of less than a particular value
decided by the directors may be disregarded in order to adjust the rights of all
parties;(2)
    
    fix the value for distribution of any specific assets;(3)
    
    pay cash or issue shares or other securities to any member in order to adjust the rights
of all parties;(4)
    
    vest any of those specific assets, cash, shares or other securities in a trustee on trust for the persons entitled to the distribution or
capitalised amount that seem expedient to the directors; and(5)
    
    authorise any person to make, on behalf of all the members entitled to any specific assets, cash, shares or other securities as a result of the distribution or capitalisation, an
agreement with the company or another person which provides, as appropriate, for the
distribution or issue to them of shares or other securities credited as fully paid
up or for payment by the company on their behalf of the amounts or any part of the
amounts remaining unpaid on their existing shares or other securities by applying
their respective proportions of the amount resolved to be distributed or
capitalised.
 (b)
    
    Any agreement made under an authority referred to in rule 14.1(a)(5) is
effective and binds all members concerned.(c)
    
    If a distribution or issue of specific assets, shares or securities to a
particular member or members is, in the directors discretion, considered
impracticable or would give rise to parcels of securities which do not constitute a
marketable parcel, the directors may make a cash payment to those members or
allocate the assets, shares or securities to a trustee to be sold on behalf of, and
for the benefit of, those members, instead of making the distribution or issue to
those members.
 14.2
    
    Appointment of company as agent of members to give effect to distributionIf the company distributes to members (either generally or to specific members)
securities in the company or in another body corporate or trust (whether as a
dividend or otherwise and whether or not for value), each of those members appoints
the company as his or her agent to do anything needed to give effect to that
distribution, including agreeing to become a member of that other body corporate.
 Freehills Melbourne\004869358
    
    page 26
  457




---



##### 



15
    
    Reserves and carry forward of profits
 15.1
    
    Reserves
 (a)
    
    The directors may set aside out of the companys profits any reserves or
provisions they decide.(b)
    
    The directors may appropriate to the companys profits any amount previously set
aside as a reserve or provision.(c)
    
    Setting aside an amount as a reserve or provision does not require the directors
to keep the amount separate from the companys other assets or prevent the amount
being used in the companys business or being invested as the directors decide.
 15.2
    
    Carry forward of profitsThe directors may carry forward any part of the profits remaining that they consider
should not be distributed as dividends or capitalised, without transferring those
profits to a reserve or provision.
 16
    
    Transfer of shares
 16.1
    
    Forms of transferSubject to this constitution and to any restrictions attached to a members shares,
a member may transfer any of the members shares by:
 (a)
    
    a proper ASTC transfer; or(b)
    
    a written transfer in any usual form or in any other form approved by the directors.
 16.2
    
    Requirements of transfer
 (a)
    
    A transfer referred to in rule 16.1(b) must be:
 (1)
    
    signed by or on behalf of both the transferor and the transferee unless
the transfer relates only to fully paid shares and the directors have
dispensed with a signature by the transferee or the transfer of the shares
is effected by a document which is, or documents which together are, a
sufficient transfer of those shares under the Act;(2)
    
    if required by law to be stamped, duly stamped; and(3)
    
    left for registration at the companys registered office, or at any other place the directors decide,
with such evidence the directors require to prove the transferors title or
right to the shares and the transferees right to be registered as the owner
of the shares.
 (b)
    
    The directors may, to the extent the law permits, waive any of the requirements
of rule 16.1 and this rule 16.2 and prescribe alternative requirements instead,
whether to give effect to rule 16.3(e) or for another purpose.
 Freehills Melbourne\004869358
    
    page 27
  458




---



##### 



16.3
    
    Registration of transfers
 (a)
    
    Subject to the powers vested in the directors under rules 16.4(a) and 16.5, where the
company receives a transfer complying with rules 16.1 and 16.2, the company must register
the transferee named in the transfer as the holder of the shares to which it relates.(b)
    
    A transferor of shares remains the holder of the shares until a proper ASTC transfer
has been effected or the transferees name is entered in the Register as the holder of
the shares.(c)
    
    The company must not charge a fee for registering a transfer of shares.(d)
    
    The company may retain a registered transfer for any period the directors decide.(e)
    
    The directors may do anything that is necessary or desirable for the company to
participate in any computerised, electronic or other system for facilitating the
transfer of shares or operation of the companys registers that may be owned, operated
or sponsored by the Exchange or a related body corporate of the Exchange.
 16.4
    
    Power to decline to register transfers
 (a)
    
    The directors may decline to register, or prevent registration of, a transfer of shares
or apply a holding lock to prevent a transfer in accordance with the Act or the Listing
Rules where:
 (1)
    
    the transfer is not in registrable form;(2)
    
    the company has a lien
on any of the shares transferred;(3)
    
    registration of the transfer may breach a law of
Australia;(4)
    
    the transfer is paper-based and registration of the transfer will create
a new holding which, at the time the transfer is lodged, is less than a marketable parcel;(5)
    
    the transfer is not permitted under the terms of an employee share plan; or(6)
    
    the company is otherwise permitted or required to do so under the Listing Rules or, except
for a proper ASTC transfer, under the terms of issue of the shares.
 (b)
    
    If the directors decline to register a transfer, the company must give notice of the
refusal as required by the Act and the Listing Rules. Failure to give that notice will
not invalidate the decision of the directors to decline to register the transfer.(c)
    
    The directors may delegate their authority under this rule 16.4 to any person.
 16.5
    
    Power to suspend registration of transfersThe directors may suspend the registration of transfers at any times, and for any
periods, permitted by the ASTC Settlement Rules that they decide.
 Freehills Melbourne\004869358
    
    page 28
  459




---



##### 



17
    
    Selling non-marketable parcels
 17.1
    
    Power to sell non-marketable parcelsThis rule 17 enables the directors to sell shares which constitute less than a
marketable parcel by following the procedures set out in this rule 17.
 17.2
    
    Procedures for selling non-marketable parcels
 (a)
    
    The directors may send to a member who holds on the date decided by the
directors less than a marketable parcel of shares in a class of shares of the
company a notice which:
 (1)
    
    explains the effect of the notice under this rule
17; and(2)
    
    advises the holder that he or she may choose to be exempt from the
provisions of this rule. A form of election for that purpose must be sent with the
notice.
 (b)
    
    If, before 5.00 pm Melbourne time on a date specified in the notice which is no
earlier than 6 weeks after the notice is sent:
 (1)
    
    the company has not received
a notice from the member choosing to be exempt from the provisions of this rule 17;
and(2)
    
    the member has not increased his or her shareholding to a marketable
parcel,
 the member is taken to have irrevocably appointed the company as his or her
agent to do anything in rule 17.2(c).
 (c)
    
    The company may:
 (1)
    
    sell the shares constituting less than a marketable parcel as soon as
practicable at a price which the directors consider is the best price
reasonably available for the shares when they are sold;(2)
    
    deal with the proceeds of sale under rule 9; and(3)
    
    receive any disclosure document, including a financial services guide, as agent for the member.
 (d)
    
    The costs and expenses of any sale of shares arising from a notice under rule
17.2(a) (including brokerage and stamp duty) are payable by the purchaser or by the
company.(e)
    
    A notice under rule 17.2(a) may be given to a member only once in a 12 month
period and may not be given during the offer period of a takeover bid for the
company.(f)
    
    If a takeover bid is announced after a notice is given but before an agreement
is entered into for the sale of shares, this rule ceases to operate for those shares. However, despite rule 17.2(e), a new notice under rule 17.2(a) may be given
after the offer period of the takeover bid closes.
 Freehills Melbourne\004869358
    
    page 29
  460




---



##### 



17.3
    
    Additional powers to initiate a saleIn addition to initiating a sale by sending a notice under rule 17.2(a), the
directors may also initiate a sale if a member holds less than a marketable parcel
and that holding was created by a transfer of a parcel of shares effected on or
after 1 September 1999 that was less than a marketable parcel at the time that the
transfer document was initiated or, in the case of a paper based transfer document,
was lodged with the company. In that case:
 (a)
    
    the member is taken to have
irrevocably appointed the company as his or her agent to do anything in rule
17.2(c); and(b)
    
    if the holding was created after the adoption of this rule, the
directors may remove or change the members rights to vote or receive dividends in
respect of those shares. Any dividends withheld must be sent to the former holder
after the sale once the former holder delivers to the company such proof of title as
the directors accept.
 17.4
    
    Power to revoke, suspend or terminateThe directors may, before a sale is effected under this rule 17, revoke a notice
given or suspend or terminate the operation of this rule either generally or in
specific cases.
 17.5
    
    Treatment of separate holdingsIf a member is registered in respect of more than one parcel of shares, the
directors may treat the member as a separate member in respect of each of those
parcels so that this rule 17 will operate as if each parcel was held by different
persons.
 18
    
    Transmission of shares
 18.1
    
    Title to shares of deceased memberSubject to rule 18.4(a), where a member dies, the only persons the company will
recognise as having any title to the members shares or any benefits accruing on
those shares are:
 (a)
    
    where the deceased was a sole holder, the
legal personal representative of the deceased; and(b)
    
    where the deceased was a
joint holder, the survivor or survivors.
 18.2
    
    Liability on shares held by deceased memberRule 18.1 does not release the estate of a deceased member from any liability on a
share, whether that share was held by the deceased solely or jointly with other
persons.
 Freehills Melbourne\004869358
    
    page 30
 
  461




---



##### 



18.3
    
    Title to shares on transmission event
 (a)
    
    A person who becomes entitled to a share because of a transmission event may, on
producing such evidence as the directors require to prove that persons entitlement
to the share, choose:
 (1)
    
    to be registered as the holder of the share by signing
and giving the company a written notice stating that choice; or(2)
    
    to nominate
some other person to be registered as the transferee of the share by executing or
effecting in some other way a transfer of the share to that other person.
 (b)
    
    Where two or more persons are jointly entitled to a share because of a
transmission event they will, on being registered as the holders of the share, be
taken to hold the share as joint tenants and rule 2.2 will apply to them.
 18.4
    
    Transfer of shares despite transmission event
 (a)
    
    The directors may register a transfer of shares signed by a member before a
transmission event even though the company has notice of the transmission event.(b)
    
    The provisions of this constitution concerning the right to transfer shares and
the registration of transfers of shares apply, so far as they can and with any
necessary changes, to a notice or transfer under rule 18.3(a) as if the relevant
transmission event had not occurred and the notice or transfer were executed or
effected by the registered holder of the share.
 19
    
    General meetings
 19.1
    
    Calling general meetings
 (a)
    
    A general meeting may only be called:
 (1)
    
    by a directors resolution; and(2)
    
    as otherwise provided in the Act.
 (b)
    
    The directors may, by notice to the Exchange, change the venue for, postpone or
cancel a general meeting, if they consider that the meeting has become unnecessary,
or the venue would be unreasonable or impractical or a
change is necessary in the interests of conducting the meeting efficiently, but:
 (1)
    
    a meeting called by a single director; or(2)
    
    a meeting which:
 (A)
    
    is not called by a directors resolution; and(B)
    
    is called in accordance with a members requisition under the Act,
  Freehills Melbourne\004869358
    
    page 31
  462




---



##### 



19.2
    
    Notice of general meetings
 (a)
    
    Notice of a general meeting must be given to each person who at the time of giving the
notice is a member, director or auditor of the company.(b)
    
    The content of a notice of a
general meeting called by the directors is to be decided by the directors, but it must state
the general nature of the business to be transacted at the meeting and any other matters
required by the Act.(c)
    
    Unless the Act provides otherwise:
 (1)
    
    no business may be
transacted at a general meeting unless the general nature of the business is stated in the
notice calling the meeting; and(2)
    
    except with the approval of the directors or the
chairman, no person may move any amendment to a proposed resolution the terms of which are
set out in the notice calling the meeting or to a document which relates to such a
resolution and a copy of which has been made available to members to inspect or obtain.
 (d)
    
    A person may waive notice of any general meeting by written notice to the company.(e)
    
    Failure to give a member or any other person notice of a general meeting or a proxy
form, does not invalidate anything done or resolution passed at the general meeting if:
 (1)
    
    the failure occurred by accident or inadvertent error; or(2)
    
    before or after the
meeting, the person notifies the company of the persons agreement to that thing or
resolution.
 (f)
    
    A persons attendance at a general meeting waives any objection that person may have to:
 (1)
    
    a failure to give notice, or the giving of a defective notice, of the meeting unless
the person at the beginning of the meeting objects to the holding of the meeting; and(2)
    
    the consideration of a particular matter at the meeting which is not within the business
referred to in the notice of the meeting, unless the person objects to considering the
matter when it is presented.
 19.3
    
    Admission to general meetings
 (a)
    
    The chairman of a general meeting may take any action he or she considers appropriate
for the safety of persons attending the meeting and the orderly conduct of the meeting and
may refuse admission to, or require to leave and remain out of, the meeting any person:
 (1)
    
    in possession of a pictorial-recording or sound-recording device;(2)
    
    in possession
of a placard or banner;(3)
    
    in possession of an article considered by the chairman to be
dangerous, offensive or liable to cause disruption;(4)
    
    who refuses to produce or permit
examination of any article, or the contents of any article, in the persons possession;
 Freehills Melbourne\004869358
    
    page 32
  463




---



##### 



(5)
    
    who behaves or threatens to behave in a dangerous, offensive or disruptive way; or(6)
    
    who is not entitled to receive notice of the meeting.
  (b)
    
    A person, whether a member or not, requested by the directors or the chairman to
attend a general meeting is entitled to be present and, at the request of the chairman,
to speak at the meeting.(c)
    
    If the chairman of a general meeting considers that there is not enough room for
the members who wish to attend the meeting, he or she may arrange for any person whom
he or she considers cannot be seated in the main meeting room to observe or attend the
general meeting in a separate room. Even if the members present in the separate room
are not able to participate in the conduct of the meeting, the meeting will
nevertheless be treated as validly held in the main room.(d)
    
    If a separate meeting place is linked to the main place of a general meeting by an
instantaneous audio-visual communication device which, by itself or in conjunction with other
arrangements:
 (1)
    
    gives the general body of members in the separate meeting place a reasonable
opportunity to participate in proceedings in the main place;(2)
    
    enables the chairman to be
aware of proceedings in the other place; and(3)
    
    enables the members in the separate meeting place to vote on a show of hands or on a poll,
  (e)
    
    If, before or during the meeting, any technical difficulty occurs whereby one or more of the
matters set out in rule 19.3(d) is not satisfied, the chairman may:
 (1)
    
    adjourn the meeting until the difficulty is remedied; or(2)
    
    continue to hold the meeting in the main place (and any other place which is linked under rule 19.3(d)) and transact business, and no member present in
person or by proxy, attorney or representative may object to the meeting being held or continuing.
 (f)
    
    Nothing in this rule 19.3 or in rule 20.3 is to be taken to limit the powers
conferred on the chairman by law.
 Freehills Melbourne\004869358
    
    page 33
 
  464




---



##### 



20
    
    Proceedings at general meetings
 20.1
    
    Quorum at general meetings
 (a)
    
    No business may be transacted at a general meeting, except the election of a
chairman and the adjournment of the meeting, unless a quorum of members is present
when the meeting proceeds to business.(b)
    
    A quorum is 3 or more members present at the meeting and entitled to vote on a
resolution at the meeting.3(c)
    
    If a quorum is not present within 30
minutes after the time appointed for the general meeting:
 (1)
    
    where the meeting was called at the request of members, the meeting must be dissolved; or(2)
    
    in any other case, the meeting stands adjourned to the day, and at the time and place,
the directors present decide or, if they do not make a decision, to the same day in
the next week at the same time and place and if, at the adjourned meeting, a quorum
is not present within 30 minutes after the time appointed for the meeting, the
meeting must be dissolved.
 20.2
    
    Chairman of general meetings
 (a)
    
    The chairman of directors or, in the absence of the chairman of directors, the
deputy chairman of directors (if any) is entitled, if present within 15 minutes
after the time appointed for a general meeting and willing to act, to preside as
chairman at the meeting.(b)
    
    The directors present may choose one of their number to preside as chairman if,
at a general meeting:
 (1)
    
    there is no chairman or deputy chairman of directors;(2)
    
    neither the chairman nor the deputy chairman (if any) of directors is present
within 15 minutes after the time appointed for the meeting; or(3)
    
    neither the chairman nor the deputy chairman (if any) of directors is willing to act as chairman
of the meeting.
 (c)
    
    If the directors do not choose a chairman under rule 20.2(b), the members
present must elect as chairman of the meeting:
 (1)
    
    another director who is
present and willing to act; or(2)
    
    if no other director willing to act is
present at the meeting, a member who is present and willing to act.
 (d)
    
    A chairman of a general meeting may, for any item of business or discrete part
of the meeting, vacate the chair in favour of another person nominated by him or
her.
 
 3
    
    Until the Commonwealth ceases to hold a majority of the voting shares in the
company, this quorum provision is subject to rule 3 of schedule 2 of this constitution. Freehills Melbourne\004869358
    
    page 34
  465




---



##### 



20.3
    
    Conduct at general meetings
 (a)
    
    Subject to the provisions of the Act, the chairman of a general meeting is
responsible for the general conduct of the meeting and for the procedures to be adopted
at the meeting.(b)
    
    The chairman may at any time the chairman considers it necessary or desirable for the
proper and orderly conduct of the meeting:
 (1)
    
    impose a limit on the time that a person
may speak on each motion or other item of business and terminate debate or discussion on any
business, question, motion or resolution being considered by the meeting and require the
business, question, motion or resolution to be put to a vote of the members present; and(2)
    
    adopt any procedures for casting or recording votes at the meeting whether on a show of
hands or on a poll, including the appointment of scrutineers.
 (c)
    
    A decision by a chairman under rules 20.3(a) or 20.3(b) is final.
 20.4
    
    Decisions at general meetings
 (a)
    
    Except where a resolution requires a special majority, questions arising at a
general meeting must be decided by a majority of votes cast by the members present at
the meeting. A decision made in this way is for all purposes a decision of the members.(b)
    
    If the votes are equal on a proposed resolution, the chairman of the meeting has a
casting vote, in addition to any deliberative vote.(c)
    
    A resolution put to the vote of a general meeting must be decided on a show of hands
unless a poll is demanded:
 (1)
    
    before the show of hands is taken;(2)
    
    before the result of the show of hands is declared; or(3)
    
    immediately after the result of the show
of hands is declared.
 (d)
    
    A poll may be demanded by:
 (1)
    
    the chairman of the meeting;(2)
    
    at least five members entitled to vote on the resolution; or(3)
    
    members with at least 5% of the votes that may be cast on the resolution on a poll.
 (e)
    
    A demand for a poll does not prevent a general meeting continuing to transact any
business except the question on which the poll is demanded.(f)
    
    Unless a poll is duly
demanded, a declaration by the chairman of a general meeting that a resolution has on a show
of hands been carried or carried unanimously, or carried by a particular majority, or lost,
and an entry to that effect in the book containing the minutes of the proceedings of the
company, is conclusive evidence of the fact without proof of the number or proportion of the
votes recorded for or against the resolution.
 Freehills Melbourne\004869358
    
    page 35
  466




---



##### 



(g)
    
    If a poll is duly demanded at a general meeting, it must be taken in the way and
either at once or after an interval or adjournment as the chairman of the meeting
directs. The result of the poll as declared by the chairman is the resolution of the
meeting at which the poll was demanded.(h)
    
    A poll cannot be demanded at a general meeting on the election of a chairman of the
meeting.(i)
    
    The demand for a poll may be withdrawn with the chairmans consent.(j)
    
    The directors may determine that at any general meeting or class meeting, a member who is
entitled to attend and vote on a resolution at that meeting is entitled to a direct vote in
respect of that resolution. A direct vote includes a vote delivered to the company by
post, fax or other electronic means approved by the directors. The directors may prescribe
regulations, rules and procedures in relation to direct voting, including specifying the
form, method and timing of giving a direct vote at a meeting in order for the vote to be
valid.
 20.5
    
    Postponement or adjournment of general meetings
 (a)
    
    The chairman may postpone a general meeting before it has started, whether or not a
quorum is present, if, at the time and place appointed for the meeting, he or she considers
that:
 (1)
    
    there is not enough room for the number of members who wish to attend the
meeting; or(2)
    
    a postponement is necessary in light of the behaviour of persons present
or for any other reason so that the business of the meeting can be properly carried out.
 (b)
    
    A postponement under rule 20.5(a) will be to another time, which may be on the same
day as the meeting, and may be to another place (and the new time and place will be
taken to be the time and place for the meeting as if specified in the notice which
called the meeting originally).(c)
    
    The chairman may at any time during the course of the meeting:
 (1)
    
    adjourn the meeting or any business, motion, question or resolution being
considered or remaining to be considered by the meeting either to a later time at
the same meeting or to an adjourned meeting; and(2)
    
    for the purpose of allowing
any poll to be taken or determined, suspend the proceedings of the meeting for such
period or periods as he or she decides without effecting an adjournment. No business
may be transacted and no discussion may take place during any suspension of
proceedings unless the chairman otherwise allows.
 (d)
    
    The chairmans rights under rules 20.5(a) and 20.5(c) are exclusive and, unless the
chairman requires otherwise, no vote may be taken or demanded by the members present
concerning any postponement, adjournment or suspension of proceedings.(e)
    
    Only unfinished business may be transacted at a meeting resumed after an
adjournment.
 Freehills Melbourne\004869358
    
    page 36
  467




---



##### 



(f)
    
    Where a meeting is postponed or adjourned under this rule 20.5, notice of the
postponed or adjourned meeting must be given to the Exchange, but,
except as provided by rule 20.5(h), need not be given to any other person.(g)
    
    Where a meeting is postponed or adjourned, the directors may, by notice to the
Exchange, postpone, cancel or change the place of the postponed or adjourned
meeting.(h)
    
    Where a meeting is postponed or adjourned for 60 days or more, notice of the
postponed or adjourned meeting must be given as in the case of the original meeting.
 21
    
    Votes at general meetings
 21.1
    
    Votes on a show of hands or on a poll
 (a)
    
    Subject to this constitution and to any rights or restrictions attached to any shares or class of shares, at a general meeting:
 (1)
    
    on a show of hands, every member present has one vote; and(2)
    
    on a poll, every member present has one vote for each share held as at the record time by the member entitling the member to
vote, except for partly paid shares, each of which confers on a poll only the
fraction of one vote which the amount paid (not credited) on the share bears to the
total amounts paid and payable (excluding amounts credited) on the share. An amount
paid in advance of a call is disregarded for this purpose.
 (b)
    
    If a person present at a general meeting represents personally or by proxy,
attorney or representative more than one member, on a show of hands the person is
entitled to one vote only even though he or she represents more than one member.
 21.2
    
    Votes of joint holdersA joint holder may vote at a meeting either personally or by proxy, attorney or
representative as if that person was the sole holder. If more than one joint holder
tenders a vote in respect of the relevant shares, the vote of the holder named first
in the register who tenders a vote, whether in person or by proxy, attorney or
representative, must be accepted to the exclusion of the votes of the other joint
holders.21.3
    
    Votes of infant and incapacitated members
 (a)
    
    The parent or guardian of an infant member may vote at any general meeting upon
such evidence being produced of the relationship or of the appointment of the
guardian as the directors may require and any vote so tendered by a parent or
guardian of an infant member must be accepted to the exclusion of the vote of the
infant member.(b)
    
    If a member is of unsound mind or is a person who is, or whose estate is, liable
to be dealt with in any way under the law relating to mental health,
 Freehills Melbourne\004869358
    
    page 37
  468




---



##### 



21.4
    
    No vote if call unpaidWhere a member holds a share on which a call or other amount payable to the company has not
been duly paid:
 (a)
    
    that member is only entitled to be present at a general meeting and vote
if that member holds, as at the record time, other shares on which no money is then due and
payable; and(b)
    
    on a poll, that member is not entitled to vote in respect of that share but
may vote in respect of any shares that member holds, as at the record time, on which no
money is then due and payable.
 21.5
    
    No vote if contrary to Corporations Act or Listing RulesA member is not entitled to vote on a resolution if, under the Act or the Listing Rules, the
notice which called the meeting specified that:
 (a)
    
    the member must not vote or must abstain from voting on the resolution; or(b)
    
    a vote on the resolution by the member must be disregarded for any purposes.
  21.6
    
    Objections to qualification to vote
 (a)
    
    An objection to the validity of a vote tendered at a general meeting must be:
 (1)
    
    raised before or immediately after the result of the vote is declared; and(2)
    
    referred to the chairman of the meeting, whose decision is final.
 (b)
    
    A vote tendered, but not disallowed by the chairman of a meeting under rule 21.6(a), is valid for all purposes, even
if it would not otherwise have been valid.(c)
    
    The chairman may decide any difficulty or dispute which arises as to the number of
votes which may be cast by or on behalf of any member and the decision of the chairman
is final.
 Freehills Melbourne\004869358
    
    page 38
  469




---



##### 



22
    
    Proxies and representatives4
 22.1
    
    Right to appoint proxy, attorney or representative
 (a)
    
    Subject to this constitution, each member entitled to vote at a general meeting
may vote:
 (1)
    
    in person or, where a member is a body corporate, by its representative;(2)
    
    by not more than 2 proxies; or(3)
    
    by not more than 2 attorneys.
 (b)
    
    A proxy, attorney or representative may, but need not, be a member of the company5.
 22.2
    
    Form of proxy or attorney
 (a)
    
    An instrument appointing a proxy is valid if it is in accordance with the Act or
in any form approved by the directors.(b)
    
    A proxy form issued by the company must allow for the insertion of the name of
the person to be primarily appointed as proxy and may provide that, in circumstances
and on conditions specified in the form that are not inconsistent with this
constitution, the chairman of the relevant meeting (or another person specified in
the form) is appointed as proxy.
 22.3
    
    Deposit of power of attorney or proxy form before meeting
 (a)
    
    For the purposes of this rule 22.3 a proxy appointment received at an electronic
address specified in the notice of general meeting for the receipt of proxy
appointment or otherwise received by the company in accordance with the Act is taken
to have been signed or executed if the appointment:
 (1)
    
    includes or is accompanied by a personal identification code allocated by the company to the member
making the appointment;(2)
    
    has been authorised by the member in another manner
approved by the directors and specified in or with the notice of meeting; or(3)
    
    is otherwise authenticated in accordance with the Act.
 (b)
    
    A proxy or attorney
may not vote at a general meeting or adjourned meeting or on a poll unless the
instrument appointing the proxy or attorney, and the authority under which the
instrument is signed or a certified copy of the authority, are received by the
company:
 (1)
    
    at least 48 hours (or, in the case of an adjournment or
postponement of a meeting, including an adjourned meeting, any lesser time that the
directors or the chairman of the meeting
 
 4
    
    There are special rules regarding representation of the Commonwealth at a
general meeting which are set out in rule 4 of schedule 2 of this constitution.5
    
    Schedule 1 of this constitution sets out special rules regarding the appointment of
attorneys by TIRT, the ESOP Trustee and any Approved Nominator. Freehills Melbourne\004869358
    
    page 39
  470




---



##### 



(2)
    
    where rule 22.3(d) applies, such shorter period before the time for holding the meeting or
adjourned meeting or taking the poll, as applicable, as the company determines in its discretion.
  (c)
    
    The company is entitled to clarify with a member any instruction on an appointment of
proxy or attorney which is received by the company within the period specified in rule
22.3(b)(1) or 22.3(b)(2) (as applicable) by written or verbal communication. The company, at
its discretion, is entitled to amend the contents of any appointment of proxy or attorney to
reflect any clarification in instruction and the member at that time shall be taken to have
appointed the company as its attorney for
this purpose.(d)
    
    Where an instrument appointing a proxy or attorney has been received
by the company within the period specified in 
rule 22.3(b)(1) and the company considers that
the instrument has not been duly executed, the company, in its discretion, may:
 (1)
    
    return the instrument appointing the proxy or attorney to the appointing member; and(2)
    
    request that the member duly execute the appointment and return it to the company within the period
determined by the company under rule 22.3(b)(2) and notified to the member.
 (e)
    
    An instrument appointing a proxy or attorney which is received by the company in
accordance with rule 22.3(d) shall be taken to have been validly received by the
company.
 22.4
    
    Validity of proxy
 (a)
    
    A vote given in accordance with an instrument appointing a proxy or attorney is
valid despite the transfer of the share in respect of which the instrument was given if
the transfer is not registered by the time at which the instrument appointing the proxy
or attorney is required to be received under rule 22.3(b).(b)
    
    The chairman of a meeting may:
 (1)
    
    permit a person claiming to be a representative to exercise the powers of a
representative, even if the person is unable to establish to the chairmans
satisfaction that he or she has been validly appointed; or(2)
    
    permit the person
to exercise those powers on the condition that, if required by the company, he or
she produce evidence of the appointment within the time set by the chairman.
 Freehills Melbourne\004869358
    
    page 40
  471




---



##### 



(c)
    
    The chairman of a meeting may require a person acting as a proxy, attorney or
representative to establish to the chairmans satisfaction that the person is the person
duly appointed to act. If the person fails to satisfy the requirement, the chairman may
exclude the person from attending or voting at the meeting.(d)
    
    The chairman may delegate his or her powers under rules 22.4(b) and 22.4(c) to any
person.
 22.5
    
    Authority conferred on proxy or attorney
 (a)
    
    Unless the instrument or resolution appointing a proxy, attorney or representative
provides differently, the proxy, attorney or representative has the same rights to
speak, demand a poll, join in demanding a poll or act generally at the meeting as the
member would have had if the member was present.(b)
    
    Unless otherwise provided in the appointment of a proxy, attorney or representative, an
appointment will be taken to confer authority:
 (1)
    
    even though the instrument may refer
to specific resolutions and may direct the proxy, attorney or representative how to vote on
those resolutions, to do any of the acts specified in rule
22.5(c); and(2)
    
    even though the instrument may refer to a specific meeting to be held
at a specified time or venue, where the meeting is rescheduled or adjourned to another time
or changed to another venue, to attend and vote at the re-scheduled or adjourned meeting or
at the new venue.
 (c)
    
    The acts referred to in rule 2205(b)(1) are:
 (1)
    
    to vote on any amendment moved to the proposed resolutions and on any motion
that the proposed resolutions not be put or any similar motion;(2)
    
    to vote on any procedural motion, including any motion to elect the chairman, to vacate the
chair or to adjourn the meeting; and(3)
    
    to act generally at the meeting.
 22.6
    
    Proxy not to vote if member attends and votesThe appointment of a proxy or attorney is not revoked by the appointor attending and
taking part in the general meeting, but if the appointor votes on a resolution, the
proxy or attorney is not entitled to vote, and must not vote, as the appointors proxy
or attorney on the resolution.22.7
    
    Appointment of 2 proxies or attorneysWhere a member appoints 2 proxies or attorneys to vote at the same general meeting:
 (a)
    
    if the appointment does not specify the proportion or number of the members votes each
proxy or attorney may exercise, each proxy or attorney may exercise half the members votes;
 Freehills Melbourne\004869358
    
    page 41
  472




---



##### 



(b)
    
    on a show of hands, neither proxy or attorney may vote if more than one proxy or
attorney attends; and(c)
    
    on a poll, each proxy or attorney may only exercise votes in respect of those shares or voting
rights the proxy or attorney represents.
 22.8
    
    Vote by proxy valid despite intervening event
  (a)
    
    a transmission event occurs to the member;(b)
    
    the member revokes the appointment of the proxy or attorney or revokes the authority under
which a third party appointed the proxy or attorney; or(c)
    
    the member has issued a clarifying instruction under rule 22.3(c).
 22.9
    
    Validity of proxy at postponed meeting
 22.3(b).
 23
    
    Appointment and retirement of directors
 23.1
    
    Number of directors
  23.2
    
    Director need not be a member
 (a)
    
    A director is not required to hold any shares in the company to qualify for appointment.(b)
    
    A director is entitled to attend and speak at general meetings and at meetings of the holders
of a class of shares, even if he or she is not a member or a holder of shares in the relevant
class.
 23.3
    
    Casual vacancies and additional directors
 (a)
    
    The directors may appoint any individual to be a director, either as an addition to the
existing directors or to fill a casual vacancy, but so that the
 Freehills Melbourne\004869358
    
    page 42
  473




---



##### 



6
 (b)
    
    A director appointed by the directors under rule 23.3(a), who is not a managing director,
holds office only until the conclusion of the next AGM following his or her appointment, and is
eligible for election at that meeting.
 23.4
    
    Retirement and re-election of directors at AGM
 (a)
    
    No director who is not the managing director may hold office without re-election after 3 years
or beyond the third AGM following the meeting at which the director was last elected or re-elected
(whichever is the later).(b)
    
    If no director would otherwise be required (by rules 23.3(b) or 23.4(a)) to submit for election
or re-election, the director to retire at the AGM is the director who has been longest in office
since their last election or appointment. As between directors who were last elected or appointed
on the same day, the one to retire must, unless they can agree among themselves, be decided by lot.
A director retiring pursuant to this rule 23.4(b) is eligible for re-election.(c)
    
    If there is more than one managing director, only one of them, nominated by the directors, is
entitled not to be subject to vacation of office under rule 23.3(b) or retirement under rule
23.4(a).(d)
    
    The company may by resolution at an AGM fill an office vacated by a director under rules
23.3(b), 23.4(a) or 23.5 by electing or re-electing an eligible person to that office.If at a general meeting at which an election of directors ought to take place, no such election is
made, the retiring directors or those retiring directors whose positions on the board have not been
filled, may, if willing to act, continue in office until the next annual general meeting of the
company.(e)
    
    The retirement of a director from office under this constitution and the re-election of the
director or the election of another person to that office (as the case may be) takes effect at the
conclusion of the meeting at which the retirement and re-election or election occur.(f)
    
    A person is eligible for election to the office of a director at a general meeting only if:
 (1)
    
    the person is in office as a director immediately before that meeting7;(2)
    
    the person has been nominated by the directors for election at that meeting; or
 
 6
    
    Until the Commonwealth ceases to hold a majority of the voting shares in the
company, this provision is subject to rule 5 of schedule 2 of this constitution.7
    
    This includes a director who was previously appointed:(a)
    
    by the directors and is eligible for election under rule 23.3(b); or(b)
    
    by members and is now retiring under rule 23.4. Freehills Melbourne\004869358
    
    page 43
  474




---



##### 



(3)
    
    he or she has at least 45 business days and, in the case of a general meeting the
directors have been duly requested by members under the Act to call, at least 30 business days but,
in each case, no more than 90 business days (or such other period as may be stipulated for this
purpose under the Listing Rules) before the meeting, given the company a notice signed by him or
her stating his or her desire to be a candidate for election at that meeting.
 (g)
    
    A partner, employer or employee of an auditor of the company may not be appointed or elected as
a director.
 23.5
    
    Vacation of office of director
  (a)
    
    becomes of unsound mind or a person who is, or whose estate is, liable to be dealt with in any
way under the law relating to mental health;(b)
    
    becomes bankrupt or insolvent or makes any arrangement or composition with his or her
creditors generally;(c)
    
    is convicted on indictment of an offence and the directors do not within 1 month after
that conviction resolve to confirm the directors appointment or election (as the case may be) to
the office of director;(d)
    
    fails to attend meetings of the directors for more than 3 consecutive months without leave
of absence from the directors and a majority of the other directors have not, within 14 days of
having been given a notice by the company secretary giving details of the absence, resolved that
leave of absence be granted;(e)
    
    resigns by written notice to the company; or(f)
    
    being an executive director (including the managing director), ceases to be an employee of the
company, unless determined otherwise by the directors.
 24
    
    Remuneration of directors
 24.1
    
    Remuneration must not exceed amount fixed by members
 (a)
    
    Each director (including the managing director, acting in his capacity as a director) is
entitled to such remuneration from the company for his or her services as a director as the
directors decide but the total amount provided to all directors for their services as directors
must not exceed in aggregate in any financial year the amount fixed by the company in general
meeting.8
 
 8
    
    As at 14 November 2006, the aggregate remuneration payable out of the funds of the
company to non-executive directors for their services as directors, including their service on a
committee of directors, is $2,000,000 per annum. This amount was approved by members at the annual
general meeting held on 25 October 2005. Freehills Melbourne\004869358
    
    page 44
  475




---



##### 



(b)
    
    For the purposes of rule 24.1(a) the amount fixed by the company as remuneration for a
director includes any fees paid to a director for service on a committee of directors (unless the
directors determine otherwise under rule 26.6(d)) but does not include any amount paid by the
company or a related body corporate:
 (1)
    
    in the form of any insurance premium paid or agreed to be paid for a director under rule 30.8;
or(2)
    
    under rule 24.3.
 24.2
    
    Form of remuneration
 (a)
    
    Remuneration under rule 24.1(a) may be provided in such manner that the directors decide,
including by way of cash or non cash benefits, such as a contribution to a superannuation fund or
the issue or grant of shares (subject to compliance with the Act, the Listing Rules and any other
applicable laws).(b)
    
    The remuneration is taken to accrue from day to day.(c)
    
    The remuneration of a director (who is not a managing director or an executive director) must
not include a commission on, or a percentage of, profits or operating revenue.
 24.3
    
    Payment for extra services and expenses
 (a)
    
    The directors are entitled to be paid all travelling and other expenses they incur in attending
to the companys affairs, including attending and returning from general meetings of the company or
meetings of the directors or of committees of the directors.(b)
    
    If a director, with the concurrence of the directors, performs extra services or makes any
special exertions for the benefit of the company, the directors may cause that director to be paid
out of the funds of the company such special and additional remuneration as the directors decide is
appropriate having regard to the value to the company of the extra services or special exertions.(c)
    
    If a director is also an officer of the company or of a related body corporate in a capacity
other than director, any remuneration that director may receive for acting as that officer may be
either in addition to or instead of that directors remuneration
under rule 24.1(a).
 25
    
    Directors may contract with the company and hold other offices
 25.1
    
    Disclosure of interest
 (a)
    
    The directors may make regulations requiring the disclosure of interests that a director, and
any person deemed by the directors to be related to or associated with the director, may have in
any matter concerning the company or a related body corporate. Any regulations made under this
constitution bind all directors.
 Freehills Melbourne\004869358
    
    page 45
  476




---



##### 



(b)
    
    No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable
only because a person fails to comply with any regulation made under rule 25.1(a).
 25.2
    
    Director may contract with the company
 (a)
    
    A director is not disqualified from contracting or entering into an arrangement with the
company as vendor, purchaser or in another capacity, merely because the director holds office as a
director or because of the fiduciary obligations arising from that office.(b)
    
    A contract or arrangement entered into by or on behalf of the company in which a director is in
any way interested is not invalid or voidable merely because the director holds office as a
director or because of the fiduciary obligations arising from that office.
 25.3
    
    Director not liable to account
  25.4
    
    Director may hold other office of profit
 (a)
    
    A director may hold any other office or position (except auditor) in the company or any related
body corporate in conjunction with his or her directorship and may be appointed to that office or
position on terms (including remuneration and tenure) the directors decide.(b)
    
    A director may be or become a director or other officer of, or interested in, any related body
corporate or any other body corporate, and, with the consent of the directors of the company, need
not account to the company for any remuneration or other benefits the director receives as a
director or officer of, or from having an interest in, that body corporate.
 25.5
    
    Directors right to vote
 (a)
    
    A director who has an interest in a matter that is being considered at a meeting of directors
may, despite that interest, vote, be present and be counted in a quorum at the meeting, unless that
is prohibited by the Act.
No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable only
because a director fails to comply with that prohibition.(b)
    
    The directors may exercise the voting rights given by shares in any corporation held or owned
by the company in any way the directors decide. This includes voting for any resolution appointing
a director as a director or other officer of that corporation or voting for the payment of
remuneration to the directors or other officers of that corporation. A director may, if the law
permits, vote for the exercise of those voting rights even though he or she is, or may be about to
be appointed, a director or
 Freehills Melbourne\004869358
    
    page 46
  477




---



##### 



25.6
    
    Director may affix seal notwithstanding interest
  26
    
    Powers of directors9
 26.1
    
    Directors have powers of the company
  26.2
    
    Directors may exercise companys power to borrow
  (a)
    
    to borrow or raise money in any other
way;(b)
    
    to charge any of the companys property or business or any of its uncalled capital; and(c)
    
    to
issue debentures or give any security for a debt, liability or obligation of the company or of any
other person.
 26.3
    
    Terms of debentures
  26.4
    
    Execution of negotiable instruments
  
 9
    
    The Minister may, after consultation with the board of directors, give written
directions to the company in relation to the exercise of the companys powers as appear to the
Minister to be necessary in the public interest, subject to the Telstra Act (see section 9, Telstra
Act) and Schedule 1, Part 3, clause 72 of the Telstra (Transition to Full Private Ownership) Act
2005 (Cth). Freehills Melbourne\004869358
    
    page 47
  478




---



##### 



26.5
    
    Directors may appoint officer, attorney or agent
 (a)
    
    The directors may:
 (1)
    
    appoint or employ any person as an officer, agent or attorney of the company for the purposes,
with the powers, discretions and duties (including powers, discretions and duties vested in or
exercisable by the directors), for any period and on any other conditions they decide;(2)
    
    authorise an officer, agent or attorney to delegate any of the powers, discretions and duties
vested in the officer, agent or attorney; and(3)
    
    remove or dismiss any officer, agent or attorney
of the company at any time, with or without cause.
 (b)
    
    A power of attorney may contain any provisions for the protection and convenience of the
attorney or persons dealing with the attorney that the directors decide.(c)
    
    Nothing in this rule 26 limits the general nature of rule 26.1.
 26.6
    
    Committees of directors
 (a)
    
    The directors may delegate any powers to a committee of directors.(b)
    
    A committee to which any
powers have been delegated must exercise the powers delegated in accordance with any direction of
the directors.(c)
    
    The provisions of this constitution applying to meetings and resolutions of
directors apply, so far as they can and with any necessary changes, to meetings and resolutions of
a committee of directors, except to the extent they are contrary to any direction given under rule
26.6(b).(d)
    
    The directors may resolve that membership of a committee of directors be treated as an
extra service or special exertion performed by the directors for the purposes of rule 24.3(b).
 26.7
    
    Delegation to a director
 (a)
    
    The directors may delegate any of their powers to 1 director.(b)
    
    A director to whom any powers have been so delegated must exercise the powers delegated in
accordance with any directions of the directors.
 26.8
    
    Delegation to other persons
 (a)
    
    The directors may delegate any of their powers to an employee of the company or any other
person.(b)
    
    A person to whom any powers have been so delegated must exercise the powers delegated in
accordance with any directions of the directors.
 26.9
    
    Validity of acts
 (a)
    
    The exercise of the power by the delegate in accordance with rules 26.5, 26.6, 26.7 and 26.8 is
as effective as if the directors had exercised it.
 Freehills Melbourne\004869358
    
    page 48
  479




---



##### 



(b)
    
    An act done by a meeting of directors, a committee of directors or a person acting as a
director is not invalidated by:
 (1)
    
    a defect in the appointment of a person as a director or a
member of a committee; or(2)
    
    a person so appointed being disqualified or not being entitled to
vote,
  27
    
    Proceedings of directors
 27.1
    
    Meetings of directors
  27.2
    
    Calling meetings of directors
 (a)
    
    A director may, whenever the director thinks fit, call a meeting of the directors.(b)
    
    A secretary must, if requested by a director, call a meeting of the directors.
 27.3
    
    Notice of meetings of directors
 (a)
    
    Notice of a meeting of directors must be given to each person who is at the time the notice is
given:
 (1)
    
    a director, except a director on leave of absence approved by the directors; or(2)
    
    an
alternate director appointed under rule 28 by a director on leave of absence approved by the
directors.
 (b)
    
    A notice of a meeting of directors:
 (1)
    
    must specify the time and place of the meeting;(2)
    
    need not state the nature of the business to be transacted at the meeting;(3)
    
    may, if
necessary, be given immediately before the meeting;(4)
    
    may be given in person or by post or by
telephone, fax or other electronic means; and(5)
    
    will be taken to have been given to an alternate
director if it is given to the director who appointed that alternate director.
 (c)
    
    A director or alternate director may waive notice of a meeting of directors by giving notice to
that effect in person or by post or by telephone, fax or other electronic means.
 Freehills Melbourne\004869358
    
    page 49
  480




---



##### 



(d)
    
    Failure to give a director or alternate director notice of a meeting of directors does not
invalidate anything done or any resolution passed at the meeting if:
 (1)
    
    the failure occurred by
accident or inadvertent error; or(2)
    
    the director or alternate director attended the meeting or
waived notice of the meeting (whether before or after the meeting).
 (e)
    
    A person who attends a
meeting of directors waives any objection that person may have to a failure to give notice of the
meeting.
 27.4
    
    Quorum at meetings of directors
 (a)
    
    No business may be transacted at a meeting of directors unless a quorum of directors is present
at the time the business is dealt with.(b)
    
    Unless the directors decide differently, 3 directors constitute a quorum.(c)
    
    If there is a
vacancy in the office of a director, the remaining directors may act. But, if their number is not
sufficient to constitute a quorum, they may act only in an emergency or to increase the number of
directors to a number sufficient to constitute a quorum or to call a general meeting of the
company.
 27.5
    
    Meetings using technology
 (a)
    
    The contemporaneous linking together by telephone or other electronic means of a sufficient
number of directors to constitute a quorum, constitutes a meeting of the directors. All the
provisions in this constitution relating to meetings of the directors apply, as far as they can and
with any necessary changes, to meetings of the directors by telephone or other electronic means.(b)
    
    A meeting by telephone or other electronic means is to be taken to be held at the place where
the chairman of the meeting is or at such other place the chairman of the meeting decides on, as
long as at least one of the directors involved was at that place for the duration of the meeting.(c)
    
    A director taking part in a meeting by telephone or other electronic means is to be taken to be
present in person at the meeting.
  27.6
    
    Chairman and deputy chairman of directors
 (a)
    
    The directors must elect a director to the office of chairman of directors and may elect one or
more directors to the office of deputy chairman of directors. The directors may decide the period
for which those offices will be held.(b)
    
    The chairman of directors is entitled (if present within 15 minutes after the time appointed
for the meeting and willing to act) to preside as chairman at a meeting of directors.
 Freehills Melbourne\004869358
    
    page 50
  481




---



##### 



(c)
    
    If at a meeting of directors:
 (1)
    
    there is no chairman of directors;(2)
    
    the chairman of directors is not present within 15 minutes after the time appointed for the
holding of the meeting; or(3)
    
    the chairman of directors is present within that time but is not
willing or declines to act as chairman of the meeting,the deputy chairman (if any), if then
present and willing to act, is entitled to be chairman of the meeting or if the deputy chairman is
not present or is unwilling or declines to act as chairman of the meeting, the directors present
must elect one of themselves to chair the meeting.
 (d)
    
    The chairman or deputy chairman (if any) may be removed from that office by a resolution of the
directors of which not less that 14 days notice has been given to all the directors.(e)
    
    The office of chairman or deputy chairman is automatically vacated:
 (1)
    
    if the office of the
director holding that position is vacated under rule 23.5; or(2)
    
    if the term of appointment of the
director holding that position expires; or(3)
    
    if the chairman or deputy chairman (as the case may
be) resigns that office by notice to the company.
 27.7
    
    Decisions of directors
 (a)
    
    The directors, at a meeting at which a quorum is present, may exercise any authorities, powers
and discretions vested in or exercisable by the directors under this constitution.(b)
    
    Questions arising at a meeting of directors must be decided by a majority of votes cast by the
directors present entitled to vote on the matter.(c)
    
    If the votes are equal on a proposed
resolution, the chairman of the meeting has a casting vote, in addition to his or her deliberative
vote.
 27.8
    
    Appointment of proxy
  27.9
    
    Written resolutions of directors
 (a)
    
    If:
 (1)
    
    at least 75% of the directors (other than any director on leave of absence approved by the
directors, any director who disqualifies himself or herself from considering the resolution in
question and any director who would be prohibited by the Act from voting on the resolution in
question) sign or consent to a written resolution; and
 Freehills Melbourne\004869358
    
    page 51
  482




---



##### 



(2)
    
    the directors who sign or consent to the resolution would have constituted a quorum at a
meeting of directors held to consider that resolution,
  (b)
    
    A director may consent to a resolution by:
 (1)
    
    signing the document containing the resolution (or a copy of that document);(2)
    
    giving to the
company at its registered office a written notice (including by fax or other electronic means)
addressed to the secretary or to the chairman of directors signifying assent to the resolution and
either setting out its terms or otherwise clearly identifying them; or(3)
    
    telephoning the
secretary or the chairman of directors and signifying assent to the resolution and clearly
identifying its terms.
 28
    
    Alternate directors
 28.1
    
    Appointment and removal of alternate director
 (a)
    
    A director may, with the approval of a majority of the other directors, appoint a person to be
the directors alternate director for such period as the director decides.(b)
    
    An alternate director may, but need not, be a member or a director of the company.(c)
    
    One person may act as alternate director to more than 1 director.(d)
    
    The office of an alternate director is vacated if and when the appointee vacates office as a
director.(e)
    
    The appointment of an alternate director may be terminated or suspended at any time by the
appointee or by a majority of the other directors.(f)
    
    An appointment, or the termination or
suspension of an appointment of an alternate director, must be in writing and signed and takes
effect only when the company has received notice in writing of the appointment, termination or
suspension.
 28.2
    
    Rights and powers of alternate directors
 (a)
    
    In the absence of the appointee, an alternate director may exercise any powers (except the
power to appoint an alternate director) that the appointee may exercise.(b)
    
    An alternate director is entitled, if the appointee does not attend a meeting of directors, to
attend and vote in place of and on behalf of the appointee.
 Freehills Melbourne\004869358
    
    page 52
  483




---



##### 



(c)
    
    An alternate director is entitled to a separate vote for each director the alternate director
represents in addition to any vote the alternate director may have as a director in his or her own
right.
 28.3
    
    Alternate director is an officer of the company
  28.4
    
    Remuneration of alternate directors
  28.5
    
    Maximum number of directors and quorum
 (a)
    
    An alternate director is not to be taken into account in determining the minimum or maximum
number of directors allowed or the retirement of directors under this constitution.(b)
    
    In determining whether a quorum is present at a meeting of directors, an alternate director who
attends the meeting is to be counted as a director for each director on whose behalf the alternate
director is attending the meeting.
 29
    
    Executive officers
 29.1
    
    Managing directors and executive directors
 (a)
    
    The directors may appoint one or more of the directors to the office of managing director or
other executive director.(b)
    
    A managing directors or other executive directors appointment as an employee:
 (1)
    
    automatically terminates if the managing director or other executive director ceases to be a
director; and(2)
    
    subject to the provisions of any contract with the company (which may not limit
the operation of rule 23.5), is subject to the same provisions as to resignation and removal as the
other directors.
 (c)
    
    A managing director or other executive director may be referred to by any
title the directors decide on.
 29.2
    
    Secretary
  Freehills Melbourne\004869358
    
    page 53
  484




---



##### 



29.3
    
    Provisions applicable to all executive officers
 (a)
    
    A reference in this rule 29.3 to an executive officer is a reference to a managing director,
executive director or secretary appointed under this rule 29.(b)
    
    The appointment of an executive officer may be for the period, at the remuneration and on the
conditions the directors decide.(c)
    
    The remuneration payable by the company to an executive officer must not include a commission
on, or percentage of, operating revenue.(d)
    
    The directors may:
 (1)
    
    delegate to or give an executive officer any powers, discretions and duties they decide;(2)
    
    withdraw, suspend or vary any of the powers, discretions and duties given to an executive officer;
and(3)
    
    authorise the executive officer to delegate any of the powers, discretions and duties given
to the executive officer.
 (e)
    
    Unless the directors decide differently, the office of a director who is employed by the
company or by a subsidiary of the company automatically becomes vacant if the director ceases to be
so employed.(f)
    
    An act done by a person acting as an executive officer is not invalidated by:
 (1)
    
    a defect in the persons appointment as an executive officer;(2)
    
    the person being disqualified to
be an executive officer; or(3)
    
    the person having vacated office,
  30
    
    Indemnity and insurance
 30.1
    
    Indemnity as Officer of the company
 (a)
    
    The company indemnifies each Officer to the maximum extent permitted by law, out of the
property of the company, against any liability the Officer may incur to another person as an
officer of the company or of a related body corporate. This indemnity does not apply to a liability
for legal costs.(b)
    
    The company indemnifies each Officer to the maximum extent permitted by law out of the property
of the company, against any liability for legal costs the Officer may incur as an officer of the
company or a related body corporate.(c)
    
    Rules 30.1(a) and 30.1(b) are separate and independent indemnities and one is not to be read
down by reference to the other.
 Freehills Melbourne\004869358
    
    page 54
  485




---



##### 



30.2
    
    Indemnity as director of an Outside Entity
 (a)
    
    This rule 30.2 applies to an Employee or Officer who is appointed a director of an Outside
Entity at the request of the company.(b)
    
    The company indemnifies each Employee and Officer to the maximum extent permitted by law out of
the property of the company, against any liability incurred by the Employee or Officer as a
director or an alternate director of an Outside Entity as if that liability had been incurred in
the capacity as an Officer.
 30.3
    
    Indemnity of Employee
  30.4
    
    Indemnity of Outside Officer
  30.5
    
    Limit on indemnity
  30.6
    
    Extent of indemnity
  (a)
    
    are enforceable without the Officer or Employee having to first incur any expense or make any
payment;(b)
    
    are continuing obligations and are enforceable by the Officer or Employee even though
the Officer or Employee may have ceased to be an Officer, Employee or a director of an Outside
Entity; and(c)
    
    apply to liabilities incurred both before and after the adoption of this
constitution.
 30.7
    
    Corporate Policy
  30.8
    
    Insurance
  (a)
    
    purchase and maintain insurance; or
 Freehills Melbourne\004869358
    
    page 55
  486




---



##### 



(b)
    
    pay or agree to pay a premium for insurance,
  30.9
    
    Saving provisions
  (a)
    
    affects any other right or remedy that a person to whom those rules apply may have in respect
of any liability referred to in those rules;(b)
    
    limits the capacity of the company to indemnify or
provide or pay for insurance for any person to whom those rules do not apply; or(c)
    
    limits or
diminishes the terms of any indemnity conferred or agreement to indemnify entered into prior to the
adoption of this constitution.
 30.10
    
    Deed
  31
    
    Winding up
 31.1
    
    Distributing surplus
  (a)
    
    if the company is wound up and the property of the company available for distribution
among the members is more than sufficient to pay:
 (1)
    
    all the debts and liabilities of the company;
and(2)
    
    the costs, charges and expenses of the winding up,
  (A)
    
    in the first instance among the members in proportion to the number of shares held by them; and(B)
    
    after
application in rule 31.1(a)(2)(A), among the members in proportion to the number of restricted
securities held by them,
  (b)
    
    for the purpose of calculating the excess referred to in rule 31.1(a), any amount unpaid on a share
is to be treated as property of the company;
 Freehills Melbourne\004869358
    
    page 56
  487




---



##### 



(c)
    
    the amount of the excess that would otherwise be distributed to the holder of a partly paid
share under rule 31.1(a) must be reduced by the amount unpaid on that share at the date of the
distribution; and(d)
    
    if the effect of the reduction under rule 31.1(c) would be to reduce the
distribution to the holder of a partly paid share to a negative amount, the holder must contribute
that amount to the company.
 31.2
    
    Dividing property
 (a)
    
    If the company is wound up, the liquidator may, with the sanction of a special resolution:
 (1)
    
    divide amongst the members the whole or any part of the companys property; and(2)
    
    decide how the
division is to be carried out as between the members or different classes of members.
 (b)
    
    A division under rule 31.2(a) need not accord with the legal rights of the members and, in
particular, any class may be given preferential or special rights or may be excluded altogether or
in part.(c)
    
    Where a division under rule 31.2(a) does not accord with the legal rights of the members, a
member is entitled to dissent and to exercise the same rights as if the special resolution
sanctioning that division were a special resolution passed under section 507 of the Act.(d)
    
    If any of the property to be divided under rule 31.2(a) includes securities with a liability to
calls, any person entitled under the division to any of the securities may, within 10 days after
the passing of the special resolution referred to in rule 31.2(a), by written notice direct the
liquidator to sell the persons proportion of the securities and account for the net proceeds. The
liquidator must, if practicable, act accordingly.(e)
    
    Nothing in this rule 31.2 takes away from or affects any right to exercise any statutory or
other power which would have existed if this rule were omitted.(f)
    
    Rule 14 applies, so far as it can and with any necessary changes, to a division by a liquidator
under rule 31.2(a) as if references in rule 14 to:
 (1)
    
    the directors were references to the
liquidator; and(2)
    
    a distribution or capitalisation were references to the division under rule
31.2(a).
 32
    
    Inspection of and access to records
 (a)
    
    A person who is not a director does not have the right to inspect any of the board
papers, books, records or documents of the company, except as provided by law, or this
constitution, or as authorised by the directors, or by resolution of the members.(b)
    
    The company may enter into contracts with its directors or former directors agreeing to provide
continuing access for a specified period after
 Freehills Melbourne\004869358
    
    page 57
  488




---



##### 



(c)
    
    The company may procure that its subsidiaries provide similar access to board papers,
books, records or documents as that set out in rules 32(a) and 32(b).(d)
    
    This rule 32 does not limit any right the directors or former directors otherwise have.
 33
    
    Seals
 33.1
    
    Manner of execution
  (a)
    
    2
directors;(b)
    
    a director and a secretary;(c)
    
    any other person or persons authorised by the
directors for that purpose; or(d)
    
    under seal.
 33.2
    
    Common seal
  33.3
    
    Safe custody of seal
  33.4
    
    Using the seal
 (a)
    
    The common seal or duplicate seal may be affixed to a document only by authority of the
directors or a committee of the directors authorised by the directors in that regard.(b)
    
    Subject to rule 33.7 and unless a different procedure is decided by the directors, if the
company has a common seal, any document to which it is affixed must be signed by:
 (1)
    
    2 directors;
or(2)
    
    by a director and a secretary; or(3)
    
    a director and another person appointed by the
directors to countersign that document or a class of documents in which that document is included.
 Freehills Melbourne\004869358
    
    page 58
  489




---



##### 



33.5
    
    Seal register
 (a)
    
    The company may keep a seal register and, on affixing the seal to any document (other than a
certificate for securities of the company) may enter in the register particulars of the document,
including a short description of the document.(b)
    
    The register, or any details from it that the directors require, may be produced at meetings of
directors for noting the use of the seal since the previous meeting of directors.
 33.6
    
    Duplicate seals and certificate seals
 (a)
    
    The company may have 1 or more duplicate seals for use in place of its common seal outside the
State or Territory where its common seal is kept.
Each duplicate seal must be a facsimile of the common seal of the company with the addition on its
face of the words duplicate seal and the name of the place where it is to be used.(b)
    
    A document sealed with a duplicate seal, or a certificate seal as provided in rule 33.7, is to
be taken to have been sealed with the common seal of the company.
 33.7
    
    Sealing and signing certificates
  34
    
    Notices
 34.1
    
    Method of service of notices on members
  (a)
    
    delivering it personally to the member;(b)
    
    sending it by prepaid post to the members address
in the Register or any other address the member supplies to the company for giving notices; or(c)
    
    sending it by fax or other electronic means (including providing a URL link to any document or
attachment) to the fax number or electronic address the member has supplied to the company for
giving notices.
 34.2
    
    Notice to joint holders
  Freehills Melbourne\004869358
    
    page 59
  490




---



##### 



34.3
    
    Notification of address
  34.4
    
    Notice to member on transmission event
 (a)
    
    The company may give a notice to a person entitled to a share as a result of a transmission
event by delivering it or sending it in the manner authorised by rule 34.1 addressed to the name or
title of the person, to:
 (1)
    
    the address, fax number or electronic address that person has supplied
to the company for giving notices to that person; or(2)
    
    if that person has not supplied an
address, fax number or electronic address, to the address, fax number or electronic address to
which the notice might have been sent if that transmission event had not occurred.
 (b)
    
    A notice given to a member under rules 34.1 or 34.2 is, even if a transmission event has
occurred and whether or not the company has notice of that occurrence:
 (1)
    
    duly given for any
shares registered in that persons name, whether solely or jointly with another person; and(2)
    
    sufficiently served on any person entitled to the shares because of the transmission event.
 (c)
    
    A notice given to a person who is entitled to a share because of a transmission event is
sufficiently served on the member in whose name the share is registered.
 34.5
    
    Notice to member who receives a transferred share
  34.6
    
    Notice by public display
  (a)
    
    given to the member if
the notice is exhibited in the companys registered office for a period of 48 hours; and(b)
    
    served
at the commencement of that period,
  34.7
    
    Execution of notice given to member
  Freehills Melbourne\004869358
    
    page 60
  491




---



##### 



34.8
    
    Method of service of notices on directors
  (a)
    
    delivering it personally to him or her;(b)
    
    sending it by prepaid post to his or her usual
residential or business address, or any other address he or she has supplied to the company for
giving notices; or(c)
    
    sending it by fax or other electronic means (including providing a URL link
to any document or attachment) to the fax number or electronic address he or she has supplied to
the company for giving notices.
 34.9
    
    Method of service of notice by directors on the company
  (a)
    
    delivering it to the
companys registered office;(b)
    
    sending it by prepaid post to the companys registered office; or(c)
    
    sending it by fax or other electronic means to the principal fax number or electronic address
at the companys registered office.
 34.10
    
    Time of service
 (a)
    
    A notice from the company properly addressed and posted is taken to be served:
 (1)
    
    if it is a notice concerning a general meeting, at 10.00am on the day after the date it is posted; or(2)
    
    in any other case, at the time the letter would be delivered in the ordinary course of post.
 (b)
    
    A certificate signed by a secretary or officer of the company to the effect that a notice was
duly posted under this constitution is conclusive evidence of that fact.(c)
    
    Where the company sends a notice by fax, the notice is taken as served at the time the fax is
sent if the correct fax number appears on the facsimile transmission report produced by the
senders fax machine.(d)
    
    Where the company sends a notice by electronic transmission, the notice is taken as served at
the time the electronic transmission is sent.(e)
    
    Where the company gives a notice to a member by any other means permitted by the Act relating
to the giving of notices and electronic means of access to them, the notice is taken as given at
10.00 am on the day after the date on which the member is notified that
the notice is available.(f)
    
    Where a member or director sends a notice to the company by fax or
electronic transmission, the notice is to be taken as served at the time the company receives the
notice.(g)
    
    Where a given number of days notice or notice extending over any other period is required to
be given, the day on which the notice is to be deemed served and, in case of a notice convening a
meeting, the day on which the
 Freehills Melbourne\004869358
    
    page 61
  492




---



##### 



34.11
    
    Other communications and documents
  34.12
    
    Written notices
  35
    
    General
 35.1
    
    Submission to jurisdiction
  35.2
    
    Prohibition and enforceability
 (a)
    
    Any provision of, or the application of any provision of, this constitution which is prohibited
in any place is, in that place, ineffective only to the extent of that prohibition.(b)
    
    Any provision of, or the application of any provision of, this constitution which is void,
illegal or unenforceable in any place does not affect the validity, legality or enforceability of
that provision in any other place or of the remaining provisions in that or any other place.
 Freehills Melbourne\004869358
    
    page 62
  493




---



##### 



Schedule 1  Instalment Receipts, ESOP and Approved Nominator provisions
 1
    
    Definitions and interpretation
 (a)
    
    The definitions and interpretation provisions in rule 1.1 of this constitution apply to
this schedule 1.(b)
    
    In this schedule 1, the following words have the following meanings:
 Approved Nominator
 Approved Nominee
 ESOP Participant
 ESOP Register
 ESOP Trust
 ESOP Trustee
 Final Instalment
 IR
 IR Holder
 IR Register
 IR
Trust Deed
 member
 (1)
    
    except as provided
in paragraph (2), a person for the time being entered in the register as a member of the company;
and(2)
    
    to the extent that rule 2 or rule 3 of this schedule 1 applies, for the purposes of any
resolution to be
passed by the company in general meeting and for the purposes of rules 1.1(i), 2.4(c), 4.3(b),
19.1(b)(2)(B), 19.2(a), 19.2(c)(2), 19.2(e), 19.3, 20.1, 20.2(c), 20.3, 20.4(a), 20.4(d), 20.4(j),
20.5(a)(1), 20.5(d), 21, 22.1, 22.3, 22.5, 22.6, 22.7, 22.8, 22.9, 23.4(f), 24.1, 32 and 34:
 Freehills Melbourne\004869358
    
    page 63
  494




---



##### 



(A)
    
    a person, other than TIRT, an ESOP Trustee or an Approved Nominator, being entered in the
register as a member of the company;(B)
    
    each IR Holder, other than an ESOP Trustee or an Approved
Nominator, appointed, or whose nominee has been appointed as an attorney of TIRT under this
schedule 1;(C)
    
    each ESOP Participant appointed, or whose nominee has been appointed, as an
attorney of TIRT or an ESOP Trustee under this schedule 1; and(D)
    
    an Approved Nominee nominated by
an Approved Nominator under this schedule 1,
  Register
 Registered Address
 (1)
    
    a member as shown on the
Register;(2)
    
    an IR Holder as shown on the IR Register;(3)
    
    an ESOP Participant as shown on the
ESOP Register; and(4)
    
    any other person relevant for the purposes of this constitution which
address has been given by TIRT to the directors; and
 TIRT
 2
    
    Appointment of attorneys by ESOP Trustee or Approved Nominator
  Freehills Melbourne\004869358
    
    page 64
  495




---



##### 



3
    
    Appointment of attorneys by TIRT
  4
    
    General
 (a)
    
    The power of appointment referred to in rules 2 and 3 of this schedule 1 is a power to
appoint, without limitation, in general terms without identifying IR Holders, ESOP Participants,
Approved Nominees or any of their nominees and whether before or after the relevant IR Holder, ESOP
Participant, Approved Nominee or nominee becomes an IR Holder or ESOP Participant or Approved
Nominee or nominee (as the case may be) and whether before or after any of the nominations referred
to below are made.(b)
    
    A nomination referred to in rule 2 or 3 of this schedule 1:
 (1)
    
    must be in writing under the hand of the nominator or their attorney duly authorised in writing
or, if the nominator is a body corporate, under its common seal or official seal or the hand of its
attorney so authorised and may be in respect of more than one meeting; and(2)
    
    may be deposited
with the company at its registered office before or after the appointment of an attorney under this
schedule 1 except that, if it relates to a particular meeting of members, it must be deposited no
later than 5pm on the date 2 business days before the day which has been fixed by the company as
the last day for lodgement of proxies with the company in respect of that meeting.
 (c)
    
    For the avoidance of doubt, nothing in the definition of member in this schedule 1 prevents
TIRT, an ESOP Trustee or an Approved Nominator from conferring powers which it would be able to
confer on an attorney under this schedule 1 were it not for that definition.
 Freehills Melbourne\004869358
    
    page 65
  496




---



##### 



5
    
    Foreign ownership restrictions  transitional provisions
 (a)
    
    Rule 11 does not apply to TIRT except as provided in this schedule 1, to shares
registered in the name of TIRT.(b)
    
    At the time of the transfer of shares from TIRT to IR Holders, TIRT must notify the directors
of all information held by it in relation to IR Holders (including information relating to the
foreign ownership of IRs).(c)
    
    Each member agrees to the transfer of such information.(d)
    
    If an IR Holder has received a notice from TIRT requiring the IR Holder, or warning that the IR
Holder may be required, to dispose of IRs, that IR Holder will be deemed to have received a warning
notice or disposal notice (whichever is appropriate) pursuant to the Foreign Ownership Regulations
in respect of the shares transferred to that IR Holder at the same time the IR Holder received the
notice from TIRT.(e)
    
    Members do not need to comply with rule 11.3 in relation to the transfer of shares by TIRT to
IR Holders following payment of the Final Instalment.
 6
    
    Payment to TIRT
  7
    
    IR Program
 7.1
    
    Directors may provide assistance
  (a)
    
    the despatch to IR Holders of distributions, notices, reports,
information that TIRT reasonably requests the company to provide to IR Holders about the right
of an IR Holder to nominate persons as attorneys of TIRT under this schedule 1, including the form
of nomination, or to implement the IR
Holders voting instructions to TIRT, and other information required by this constitution to
be despatched to members;(b)
    
    the despatch to the depositary or custodian in respect of American
Depositary Receipts relating to IRs, of a sufficient number of the distributions, notices, reports
and information referred to in paragraph (a) above so that the depositary or custodian may despatch
such materials to holders of those American Depositary Receipts; and(c)
    
    maintenance and update of
a register in which is entered details of IR Holders.
 Freehills Melbourne\004869358
    
    page 66
  497




---



##### 



7.2
    
    General meetings of members of the company
  (a)
    
    entitled to attend and speak at a general meeting of the companys
members (or a class of members); and(b)
    
    entitled to a notice of general meeting, under rule 19.2(a), as if the IR
Holder was a member of the company and rules 19.2 and 34 apply to the
IR Holder, provided that, on the companys request, TIRT has forwarded a
copy of the IR Register to the company to facilitate the sending of the
notice of general meeting to such IR Holders.
 Freehills Melbourne\004869358
    
    page 67
  498




---



##### 



Schedule 2  Participation by the Commonwealth
 1
    
    Application of schedule
 (a)
    
    This schedule 2 applies until the designated day as defined in section 3 of the Telstra
(Transition to Full Private Ownership) Act 2005 (Cth).(b)
    
    Despite rule 1.1(m) of this constitution, on the first date the Commonwealth ceases to hold a
majority of the voting shares in the company, the members and the company agree that this schedule
2 will cease to form part of this constitution.(c)
    
    Where any provision of this schedule 2 is
inconsistent with a provision in the constitution, this schedule prevails to the extent of such
inconsistency.
 2
    
    Definitions and interpretation
   Commonwealth
 Minister
 3
    
    Quorum rules regarding the Commonwealth
 (a)
    
    In relation to a general meeting of members held under rule 19.1 or a class meeting held
under rule 4.3(a)(2) of this constitution, where the Commonwealth holds shares in that class of
shares, the quorum required under rules 20.1(b) and 4.3(b)(1) must include a representative of the
Commonwealth.(b)
    
    Rule 3(a) of this schedule 2 does not apply at an adjourned meeting if the Commonwealth
received notice of the prior meeting (which was adjourned) and did not attend that meeting.
 4
    
    Representation of Commonwealth at meetings
 (a)
    
    The Minister may act as the Commonwealths representative at any meeting of the company or may
authorise one or two persons to act as the Commonwealths representative at a particular meeting of
the company. To be effective, an authorisation must:
 (1)
    
    be in writing and signed by the Minister
and may not be in respect of more than one particular meeting;
 Freehills Melbourne\004869358
    
    page 68
  499




---



##### 



(2)
    
    be received by the company at the registered office not less than 24 hours before the time
appointed for that meeting. The authorisation may be sent to the company by post, fax or other
electronic means; and(3)
    
    if two persons are authorised, specify that one person is authorised to
act as the Commonwealths representative only in the absence or incapacity of the other
person.
 (b)
    
    The Minister and any person authorised to act as the Commonwealths representative (in
accordance with his or her authority and until revoked or otherwise lapsing) will be entitled to
exercise all the powers conferred on the Commonwealth as a member or otherwise at a meeting,
including the right to speak and vote at the meeting, to demand a poll or act generally as if the
Commonwealth were present at the meeting.(c)
    
    For the purposes of rule 4(b) of this schedule 2, the revocation of an authorisation under rule
4(a) of this schedule 2 must be signed by the Minister.
 5
    
    Appointment of directors
  Freehills Melbourne\004869358
    
    page 69
  500