TPG Telecom Limited ($TPG)

Good morning, everyone. My name is Trent Czinner, and I'm the Group Executive Legal and External Affairs and Company Secretary. I will be assisting with the procedural matters for today's meeting. I would like to begin by acknowledging the Gadigal people of the Eora Nation, the traditional custodians of this land on which we meet today. I pay my respects to their elders past and present and extend that respect to all Aboriginal and Torres Strait Islander peoples joining us today. We acknowledge the contributions of indigenous Australians and the rich history and diversity of this land. I will provide shareholders with information about how to vote and how to ask questions prior to the resolutions being presented to the meeting. I would now like to ask TPG Telecom's Chairman, Mr. Kin Ning Fok, to formally open the meeting.

Good morning, ladies and gentlemen. I am Kin Ning Fok, the Chairman of TPG Telecom. It is my pleasure to welcome you to TPG Telecom's Annual General Meeting for 2026, and I thank you for the coming along today. I also welcome shareholders and guests who are via webcast. I have confirmation that a quorum is present, so I therefore declare the meeting open. Before proceeding with the business of the meeting, I would like to introduce my fellow Board members: Tony Moffatt; and Robert Millner; Pierre Klotz; Frank Sixt; and to my left Inaki Berroeta, our CEO and Managing Director; Dr. Helen Nugent AC; John Otty; and Paula Dwyer. Jack is also joined us on the screen today. I also welcome other members of the TPG executive team. Trent Czinner, who has already addressed the meeting and our other executive members seated in the front row. John Boniciolli, Group CFO; Vanessa Hicks, Executive Customers and People's Experience; James Gully, Group Executive Consumer; Jonathan Rutherford, Group Executive Enterprise, Government and Wholesale; and Giovanni Chiarelli, Group Chief Technology Officer. Mark Dow from PricewaterhouseCoopers TPG, Telecom's external auditor and representatives from our legal advisers are also in attendance. The agenda for today's meeting is as follows: First, I will ask Trent to explain the meeting procedure. I will then present my address. I will then invite Inaki to present his address. We will then proceed with the formal business and the resolutions to be put to the meeting while answering questions from shareholders. Computershare will then conduct the poll once all resolutions has been presented to the meeting.

Thank you, Chairman. Ladies and gentlemen, the Notice of Meeting and notice and access letter was lodged with the ASX and distributed to shareholders, and I will take them as read. When you registered this morning, you will have received a registration card. For attendees with a blue card. This card entitles you to vote and ask questions today. For attendees with yellow cards, this card entitles you to ask questions, but this is a nonvoting card. For attendees with white cards, this is a visitor card and does not entitle you to vote or ask questions today. If you've not received your card or you don't think you have the correct colored card, please see a Computershare at the registration desk. . I will now move to voting procedures. As set out in the Notice of Meeting, the Chairman has determined that voting on each of the resolutions will be conducted by a poll. The results of the poll will be released to the ASX and will be available on the company's website as soon as possible after the meeting. Voting on each of the resolutions will commence when the Chairman opens the poll, after all resolutions have been presented to the meeting and will be facilitated by Computershare. Before the poll is open, the proxies for each resolution will be displayed on the screen. These figures are at the closing time for receipt of proxies, which was 10:00 a.m. Sydney time on Wednesday, 6th May. As set out in the Notice of Meeting, the Chairman will vote all directed proxies in accordance with the directions provided by shareholders and will vote all open proxies in favor of all resolutions. This includes proxy votes held by the Chairman, which will be voted in favor of Item 2 on the adoption of the remuneration report and Items 5 and 6 grant of equity to the CEO and Managing Director, unless specifically directed otherwise. We welcome your questions today. Shareholders and proxies with blue or yellow registration cards may ask questions during the meeting. To ask your questions, please proceed to the microphone located in the aisle and introduce yourself or ask a representative from Computershare to introduce you. The Chairman will either answer your question or pass it to the most appropriate person. Questions not related to the business of the AGM, the management of the company or those that are out of order may be ruled out. We will endeavor to answer all questions. Finally, in the unexpected event of an emergency, venue staff will guide attendees through the appropriate evacuation procedures. I will now hand back to the Chairman.

Thank you, Trent. My address and Inaki's address and the presentation has been lodged with the ASX prior to the AGM commencing. Thank you, and welcome again to our shareholders who are here with us today and to those joining online. Your continued support is greatly appreciated. Before turning to the year past, I would like to acknowledge Mr. Robert Millner AO, who has decided not to seek reelection today and will leave the Board at the end of this meeting. Robert has been a long-standing and highly respected Director of TPG Telecom and representative of Soul Patts, who until recently was a substantial shareholder of the company. Over Many years, Robert has brought deep commercial insights and a clear focus on the long-term value creation. And on behalf of the Board and shareholders, I thank Robert for his contribution. The Board is conducting a search for a new independent nonexecutive directors and will update shareholders once that search is complete. Turning now to the business. Financial year '25 was defined by important strategic milestones. We delivered strong operational and financial performance while completing several material transactions, which collectively transformed our capital structure. The group recorded continuous growth in mobile service revenue, improved EBITDA in line with our guidance, stronger cash flows and a further improvement in return on invested capital in our continuous operation. This outcome reflected the benefit of several years of disciplined investment and simplification. During 2025 TPG Telecom also successfully launched our regional mobile network sharing arrangement. Completed the sale of our fiber infrastructure and Enterprise, Government and Wholesale fixed business significantly simplifying the group and strengthening the balance sheet. Returned more than $3.3 billion to shareholders, including the $3 billion capital return following the fiber transactions and our ordinary dividends. And derisked future profit by paying down $2.7 billion of bank borrowing while ensuring that the business retains the financial flexibility needed to invest in its networks, brand and customer experience. These capital management initiatives also included a $373 million reinvestment plan which enable minority shareholders to increase their holdings in the company at an attractive 5% discount. As a result, the free float of TPG Telecom increased from 23% to 27%. Amid the much stronger trading environment for TPG Telecom shares that follow these actions Soul Patts, a former strategic shareholder reduced its position in the company. As a result, today, our free float is approximately 39% and increased demand for TPG Telecom shares among investor benchmarks to index weight. The Board remains focused on long-term value creation strong governance and maintain a capital structure that supports both growth and resilience. This year, our newest Director, John Otty, who joined the Board in August 2025 is seeking election along with Dr. Helen Nugent, who is seeking reelection again to ensure a more balanced distribution of director reelections, particularly our independent directors across future years. The Board unanimously recommend that shareholders vote in favor all of this and all resolutions today. On behalf of the Board, I would like to thank our people during a year of substantial change and our customers and our shareholders for the continued trust in TPG Telecom. I will now hand over to Inaki who will provide more detail on our performance and priorities for the years ahead.

Thank you, Chairman. And thank you to our shareholders, customers and also our people for their continued support. I also want to thank Robert Millner for his contribution to TPG Telecom since merger and wish him all the very best. Fiscal year '25 marked the point at which several years of significant investment, structural change and simplification began to translate into a stronger operational and financial performance for TPG Telecom. Mobile was a clear driver of group performance in fiscal year '25. During the year, we added 228,000 mobile subscribers taking our total mobile customer base to around 5.7 million. This represented a significant share of industry net additions and was achieved in one of the most competitive mobile markets we have seen in recent years. Importantly, this growth was led by our deliberately differentiated multi-brand portfolio with a strong momentum in our digital first subscription brands like TPG and Felix Mobile, alongside continued strength in Vodafone as our full-service brand offering handsets, international roaming and exclusive entertainment partnerships. Mobile service revenue increased by 4.2% to more than $2.4 billion, with gross margin up 1.7% to just over $2 billion. This was supported by subscriber growth improved plan mix and disciplined pricing. Postpaid ARPU remained resilient, demonstrating that we can grow sustainably while continuing to offer a strong value for customers. The strongest growth was delivered in our digital-first subscription segment, where service revenue increased at a double-digit rate. These brands are capturing demand in the fastest-growing part of the market, offering great value, simple SIM-only plans through a low-cost operating model. Our portfolio approach with distinctive offers for different customer segments is enabling us to grow share, protect margins and respond to customer demand. A major driver of our mobile performance was the once-in-a-generation expansion of our mobile network through our innovative regional network sharing arrangement with Optus. We more than doubled our mobile footprint with our network now reaching 98.5% of the Australian population. This increased our geographic reach to more than 1 million square kilometers of coverage and fundamentally change our competitive position, particularly in regional Australia, and for city-based Australians who want better coverage across the country. The benefits from our expanded network are now flowing through to customer outcomes. Network consideration among noncustomers has risen, churn has reduced across both consumer and business segments and customer experience continues to improve. At the same time, we continue to invest in network quality and reliability, including targeted capacity upgrades and our ongoing 5G deployment. Sustaining this performance over the long term depends on the policy settings that shape our industry. We need to ensure the right balance between investment competition and the cost of critical national infrastructure, such as spectrum. Spectrum is a long-lived asset. Decisions made today on pricing and renewal structures will have consequences for the competition investment and customer outcomes for many years to come. If spectrum costs are set too high, it ultimately constrains the industry's ability to invest in networks, innovate and compete aggressively for customers. We strongly support policy settings that strike the right balance, encouraging continued investment in high-quality networks, while preserving effective competition and choice for Australian consumers. Getting this balance right is essential if Australia is to maintain world-class mobile networks over the long term. Alongside network expansion, we continue to focus on improving the everyday customer experience. During the year, we continued to simplify products, reduce unnecessary complexity across our brands and modernize our IT systems. These include improvements to digital sales and servicing channels which are critical to lowering cost to serve and giving customers greater control over how they interact with us. These changes are not always immediately visible, but they are essential to building a business that is easier to deal with more efficient to run and better able to scale over time. Fiscal year '25 also marked a significant step in reshaping the group through the sale of our fiber infrastructure and Enterprise, Government and Wholesale Fixed business to Vocus Group. Operationally, this transaction removed a part of the business with lower scale and increasing future capital requirements allowing us to focus on areas where we have clear scale advantages and a strong competitive position, particularly mobile. It also materially reduced future cost to renew and replace fiber network access with a long-term commercial partnership with Vocus. The new TPG Telecom that emerged following the Vocus transaction is simpler more focused and financially stronger. As a result, TPG Telecom is now a more nimble organization, with a lower risk financial profile and a clear ability to allocate capital toward the network investment and customer experience to drive sustainable returns to shareholders. These operational improvements flow through the group's financial performance. EBITDA increased in line with guidance to $1.637 billion on a pro forma basis. Operating free cash flow almost doubled to $1.29 billion and return on invested capital improved for continuing operations. This reflects both a stronger underlying trading and the fact that the group has now moved beyond the peak of its major investment cycle. With a more predictable cost base, lower capital intensity and a simpler operating model, TPG Telecom is now better positioned to deliver sustainable earnings and cash flow. We used the $4.7 billion to support the $3 billion capital return paid to shareholders in November 2025 while also enabling minority shareholders to reinvest their capital return proceeds in new shares, enabling an increase in our free float to 27% from 23% previously. Subsequently, our float has increased to almost 40% following Soul Patts sale of its position. A higher free float is good for all shareholders as it increased trading liquidity and the weighting of TPG Telecom shares in benchmark shares indexes such as ASX 200. Total bank borrowings repaid in the year were $2.7 billion, comprising $1.7 billion from the Vocus transaction proceeds and $373 million raised in the reinvestment plan and then approximately $700 million from a new way of financing receivables generated when we provide customers with interest-free payment plans for mobile phone handsets. As we move into fiscal year '26, our priorities are clear. We will continue to grow mobile service revenue, realize the benefits of our expanded network and maintain a strict cost and capital discipline. This combination of revenue growth and financial efficiency supports our intention to increase dividends in line with sustainable growth in cash flow and profit. At the same time, we will remain focused on delivering value for customers through reliable networks simpler plans and fair pricing. I would like to thank our people for their commitment and resilience through a period of significant change and to thank our customers and shareholders for their continued trust and support. Thank you. I will now hand back to the Chairman.

Thank you, Inaki. We will now move to the formal business of the meeting. The first item of business is the receipt and consideration of the 31st December 2025 financial statements, sustainability, directors and auditors report for the company. No vote is required on this item of business. A copy of the annual report, which includes the financial statements and sustainability report was released on the ASX and on the company's website. It was also sent to shareholders who requested a copy. I will take the financial statements and sustainability report as received. I now welcome any questions in the room regarding this item or management of the company more generally. Thank you. We will now move to Agenda 2, the adoption of the 2025 remuneration report and I invite the Chairman of the Remuneration and Governance Committee and our Senior Independent Director, Dr. Helen Nugent to address the meeting.

Thank you, Chairman, and good morning, ladies and gentlemen. I welcome the opportunity to present to you, our shareholders a brief overview of TPG Telecom's remuneration report. A summary was included in the Notice of Meeting, and the full report is in the annual report. Item 2 seeks adoption of the remuneration report. 2025, as has been just outlined by Chairman and by our CEO was a significant year for TPG Telecom. We achieved our market arrangement, sold fiber network assets and EGW fixed operations to Vocus, established a new handset receivables financing structure, completed the capital management and liquidity plan and repaid $2.7 billion of debt and received a BBB flat credit rating. It was a pretty amazing year. Given these complex changes, the Board of Directors conducted a comprehensive review of our current remuneration arrangements to assess their ongoing suitability. The assessment focused on 3 key areas: first, establishing incentive targets for 2025 performance. Second, reevaluating baselines for ongoing LTI plans and three, adjusted our vested rights on foot as a result of the capital management and liquidity plan. Let me discuss each of those briefly in turn. First, we based our 2025 STI targets on a pro forma continuing operations basis. This aligns with the 2025 STI outcomes with what was communicated to the market and with guidance we provided throughout the year. Second, the changes to the operating structure also required careful consideration of on-foot LTI plans for 2023, 2024 and 2025. The baselines for the EPS and return on invested capital measures have been adjusted on a pro forma basis to enable comparability. This reflects TPG Telecom's new structure moving forward. The revised targets were determined using the same growth rates that we used when the initial targets were set, and I emphasize that. Third, following our capital return in December, additional rights were granted to employees with unvested rights on foot to neutralize the impact of the return of capital and the equity raise. The new rights have the same performance conditions that were granted in line with the ASX listing rules and requirements. To address the implications of the business transaction on our STI and LTI plans, 4 key principles were applied in making adjustments to the STI and LTI plans. They were simply put alignment with shareholders, very necessary, transparency to stakeholders, consistency, and we wanted them also to be comprehensive. Executive remuneration at TPG consists of three main components, and I'm sure you've heard this in many other meetings you've been at. The first component is fixed remuneration fixed remuneration is designed to provide competitive base pay that recognize an executive skills, experience and accountability to deliver value for our customers and shareholders. In setting fixed remuneration for 2025, a comprehensive analysis was undertaken in 2024 using data from that year across the ASX 31 to 70 peer group. Regard was also given to local competitor remuneration. This resulted in base salary increases of 2.5% in 2025 for the CEO. This increase was below the rate of inflation, and the same was true for other executives. The second component is the short-term incentive or STI as it is better known. The STI is designed to reward executives for their achievement of TPG Telecom's annual performance targets across a balanced scorecard that aligns executive performance with shareholder value. The size of the STI opportunity was set for 2025 using the same ASX benchmark as used for fixed remuneration. In the case of the CEO, the at-target opportunity was set at 110% of base salary. STI is awarded in cash and in deferred share rights or DSRs, as they better known. The cash component of 50% is paid at the end of the performance period. The remaining 50% is paid as DSR, vesting in equal amount at the end of the first and the second year. The deferral and payment in shares reinforce alignment with shareholders, as you'd appreciate. The STI award was determined after significant consideration of three matters. The first is whether an STI gateway is met. This involves looking at TPG's overall financial performance where the risks have been appropriately managed and whether each executive's individual behavior is appropriate. The gateway was met in 2025. The second is a rigorous assessment of a balanced scorecard, which accounts for 80% of the potential award. The balanced scorecard consists of five measures. They are total service revenue operating free cash flow, EBITDA, customer Net Promoter Score and an Employee Experience Index. Service revenue, operating free cash flow and EBITDA were measured on a pro forma basis according to the adjustment principles and to ensure comparability between years. The balanced scorecard for 2025 was 76.3% of maximum. The third matter considered is individual performance, which accounts for 20% of the potential award. Overall, for 2025, the CEO was awarded 87.8% of his possible maximum STI. This included discretion exercised by the Board to recognize the leadership and contribution the CEO made over the course of the year and which, as you can see from the results, was really quite considerable. The third remuneration component is the long-term incentive plan, or LTI. Earnings per share EPS and return on invested capital, ROIC are the financial hurdles in the 2023, '24 and '25 LTI plans with equal weightings. The 2023 and 2024 LTI plans also included an ESG measure weighted at 10% based on powering operations with renewable electricity. In 2025, the ESG measure was removed. Despite its removal our TPG Telecom continues to track and match electricity usage with renewable sources. Following the transformation of the business, we revised the baselines for the 2023, 2024 and 2025 on-foot LTI plans. The LTI baselines were set on a pro forma basis according to the principles previously outlined. The targets are disclosed for the LTI plan aim to strike an appropriate balance between giving shareholders confidence that the targets are appropriately stretched while at the same time, making sure that we don't provide a forward look for 3 years. The 2023 LTI plan concluded its 3-year performance period on the 31st of December 2025. In calculating the outcome, the gain on sale and separation costs related to the Vocus transaction were not included. So to have -- we've also excluded the one-off benefits from the sale of the handset receivables back book. The same growth rate as the original targets have been used, and I've said this before, I say it again, to ensure consistency with the original targets. We believe these adjustments are appropriate to measure performance. The table that you can see on your screen presents the outcomes for each LTI hurdle. The result was 100% of the performance rights granted under the 2023 LTI scheme vested. It is also worth saying that if the gain on sale from the Vocus transaction had been included the outcome would also have been 100%. Details of the 2026 remuneration arrangements are also detailed in the 2025 remuneration report in all the gory details that you'd ever want to know or not want to know. The benchmark peer group used was ASX 31 to 70. At the 30th of April, TPG Telecom's market position is 66, this is exactly the same market position as when the analysis was conducted for 2025, notwithstanding the fact that we've given back to over $3 billion worth of capital to shareholders. The base salary for the CEO was increased by 7.5%. Factors considered in determining this change included recognition of the CEO's 12-year tenure. The competitive environment for telecommunications executive talent and for the CEO's fixed remuneration over the period '21 to '26, which had not kept pace with inflation. There is no change to the CEO's 2026 STI opportunity percentage. In 2026, we have introduced a new customer well-being measure to our STI. This reflects our continued commitment to put the customer first and to measure our performance against it. The LTI opportunity for the CEO for 2026 has been increased from 150% to 165% of maximum, again, trying to create that long-term alignment. 2026 LTI hurdles remain consistent with 2025 which are equally weighted hurdles of ROIC and EPS. In conclusion, the Board commends the remuneration report to shareholders. It is in our opinion, a thoughtful approach in an extremely complicated year. Thank you for your attention. I now hand back to the Chairman. Thank you.

Thank you, Helen. Our vote on Item 2 is advisory only and is not binding. However, any discussions on this resolution and the outcome of the nonbinding will be taken into consideration by the Board. A voting exclusion applies to this resolution as set out in the Notice of the Meeting. The resolution and proxy received are set out on the screen. I now welcome any questions in the room. We will now move to agenda item 3. The election of Dr. Helen Nugent as a Non-Executive Director of the company. Helen's biography is set out in the Notice of Meeting. I will now ask Helen to address the meeting regarding her reelection.

Thank you so much, Chairman. It's a privilege to spend a few minutes outlining my background in support of my reelection as a Director of your company. But first, an explanation as to why I'm seeking reelection today, having been reelected last year and the Chairman referred to that earlier. The answer is simple. Last year, both Paula Dwyer and I, currently the two independent directors on the Board were reelected. We thought it better from a shareholders perspective if we did not come up for reelection in the same year. I have been an independent Nonexecutive Director of TPG Telecom since the merger in 2020. I am the Senior Independent Director as the Chairman said and Chairman of the Remuneration and Nomination Remuneration and Governance Committee as well as the Nomination Committee. I also serve as a member of the Audit and Risk Committee under Paula's leadership. I have significant experience as a company director, which I bring to TPG Telecom. In the commercial sector, over the past 25 years, I have served as Chairman of 9 companies and a Nonexecutive Director of a further 10 companies, including Macquarie Group and Origin Energy. Currently, I serve as Chairman of Ausgrid, as a Nonexecutive Director of IAG and as a member of the Global Advisory Board of UST, a digital transformation company headquartered in the U.S. also has offices in India with 34,000 staff globally. The strategic consumer and governance insights I have gained in the financial services, energy and technology sectors as well as the consumer area are highly relevant to TPG Telecom. In the not-for-profit sector, for some 30 years, I have served as Chairman of 8 bodies and as a Director of a further 16 organizations. Currently, that includes my being Chairman of the Order of Australia Association Foundation and a member of the Australian Olympic Committee Foundation Advisory Board. For these and other services, I've been made a companion of the Order of Australia. And let me just say that the breadth of insight I gain from these roles has, I believe, made me a better director to serve your interest. We can never take for granted our social license to operate. Prior to becoming a Nonexecutive Director, I was Director of Strategy at Westpac Banking Corporation reporting to the CEO and a partner at McKinsey & Company. I hold an MBA with distinction from the Harvard Business School and a Doctor of philosophy from the University of Queensland. I firmly believe in the promise of TPG Telecom. The initiatives undertaken by your company over the past year have, as we've said before, been transformational. Our total return to shareholders has been double the market our balance sheet has been dramatically strengthened by the repayment of $2.7 billion in debt, and our free float has significantly increased making us increasingly attractive to a diverse set of investors. We can and we will go further and faster. I have the time and energy to devote to serving as an independent nonexecutive director, and I would be honored to continue in that role. I thank you in advance for your support. Thank you, Chairman.

The resolution and proxy received are set out on the screen. I now welcome questions regarding Helen's reelection. Next is the Agenda Item 4, the election of John Otty as a Non-Executive Director of the company. John was appointed to the Board on 18th August 2025 and his biography is set out in the Notice of Meeting. I will now ask John to address the meeting regarding his reelection.

Thank you, Chairman, and good morning, ladies and gentlemen. It is a privilege to serve you on the Board of TPG. It's my first year as a Director of TPG Telecom, and I'm seeking your support for my election today. My qualifications and background are laid out in today's Notice of Meeting. To summarize, I have 40 years' experience in both executive and nonexecutive strategic and operational leadership roles in finance and telecoms, working in international multicultural environments in both emerging and developed markets. I've also previously been a Nonexecutive Director of the predecessor companies, Vodafone Australia and Vodafone Hutchison Australia. And earlier in my career, I worked in Vodafone Australia in '97, '98. I look forward to the opportunity to continue to use my skills and experience for the benefit of TPG. So I hope that you can support my election. With the recent structural changes, our company is well positioned to face the future with confidence. With your support today, I look forward to working hard on your behalf for the future of TPG Telecom. Thank you.

The resolution and proxies received are set out on the screen. I now welcome any questions in the room regarding John's election. The next 2 agenda items relate to the grant of equity to CEO and Managing Director. These are the final 2 resolutions for today's meeting. Directors have voluntarily decided to seek shareholder approval for the equity-based grants to the CEO and Managing Director in the interest of transparency and good governance, even though the shares that would be acquired to satisfy the rights under the equity plan will be acquired on-market. Voting exclusions applied to these two resolutions are set out in the notice of meeting. The resolution for Item 5 and proxy received are set out on the screen. The company is seeking shareholder approval for the grant of 381,650 deferred share rights under the short-term incentives plan for 2025 financial year to Inaki Berroeta. Further details are outlined in the remuneration report and the notice of the meeting. Helen has also touched on her remuneration update to shareholders. I welcome any questions in the room regarding Item 5. The resolution for Item 6 and proxy received are set out on the screen. The company is seeking shareholders' approval for the grant of 936,375 performance rights under the long-term incentive plan for the 2025 financial year. to Inaki Berroeta. Further details are outlined in the remuneration report and the Notice of Meeting. I now welcome any questions in the room regarding Item 6. That was the last resolution for today, and thank you for your support. The Computershare team will now collect your voting cards to conduct a poll. Please fill in your voting card and when you have finished, please lodge in a ballot box with our Computershare representatives to ensure your votes are counted. Ladies and gentlemen, we have received all valid votes, and I declare the poll and the meeting closed. We will announce the result at the ASX as soon as possible. Thank you for your time, questions and your continued engagement and support. Refreshments will now be served. Thank you.