TPG Telecom Limited (ASX:TPG)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2022

May 3, 2022

Canning Fok
Chairman, TPG Telecom

Good afternoon, ladies and gentlemen. It is my pleasure to welcome you to TPG Telecom's annual general meeting for 2022. My name is Canning Fok, and I am the Chairman of TPG Telecom. We are holding our virtual AGM again this year due to the ongoing travel and logistical issues arising from COVID. I'd like to begin by acknowledging the traditional owners of the land on which we are meeting or dialing in from today. I pay my respects to the elders, past, present, and emerging. Before proceeding with the business of the meeting, I would like to introduce my fellow Directors. Joining in Sydney are Jack Teoh, [audio distortion] , Dr. Helen Nugent AC, Iñaki Berroeta, our CEO and Managing Director, Robert Millner, and Antony Moffatt. From overseas are Frank Sixt, Diego Massidda, and Pierre Klotz. I also welcome members of the TPG executive team.

Grant Dempsey, our CFO, Vanessa Hicks, Group Executive, People Experience, Kieren Cooney, Group Executive, Consumer, Jonathan Rutherford, Group Executive, Wholesale Enterprise and Government, and Trent Czinner, our Group Executive of Legal and Company Secretaries. Sumeet Prakash from PricewaterhouseCoopers, TPG Telecom's external auditors, and representative from our legal advisors are also in attendance. The company secretary has advised that there is a quorum present for the meeting. Therefore, I formally declare this AGM open. In the event of any technical issues where I cannot be heard, I will ask the Senior Independent Director, Dr. Helen Nugent, to assume the chair so the AGM may continue. The agenda for today's meeting is as follows. First, I will present my address. I will then invite Iñaki to present to the meeting.

Trent Czinner, our company secretary, will explain the meeting procedures, and we will then proceed with the formal business and the sixth resolution to be put to the meeting while answering questions from shareholders. My address and Iñaki's address and presentations have been lodged with the ASX prior to the AGM commencing. It is my pleasure to speak to you this afternoon at TPG Telecom's 2022 annual general meeting. I would like to start by thanking our shareholders for supporting and investing in TPG Telecom. 2021 was a year of change and opportunity for TPG Telecom as we responded to the headwinds and strengthened our competitive position. Today, we run and operate Australia's second-largest fixed network, and we are the fastest growing 5G network in Australia, reaching more than 90% of the population across the nation's 12 largest cities.

We added more than 1,000 5G sites in 2021, and we'll roll out another 1,000 by the end of the year. In 2021, TPG Telecom delivered EBITDA of AUD 1.73 billion and a strong cash flow performance. Financial discipline and merger integration synergies offset reduced margins from NBN service, and lower mobile revenues resulting from travel restrictions and the COVID operating environment. Efficiencies in spectrum investment, management of working capital, and reduced borrowing costs enabled the board to approve the interim dividend of AUD 0.08 per share and a final dividend of AUD 0.085 per share, both fully franked. This is up from AUD 7.5 per share for the 2020 final dividend.

The board is confident of continuing to rewarding shareholders with dividends consistent with our policy of paying out at least 50% of the adjusted net profit after tax. In 2021, the company also made good progress against its sustainability strategy. Our commitment to power our Australian operation with 100% renewable electricity by 2025 remains on track. On the board, I am pleased to see our company formally committed to setting a science-based target to reach net zero greenhouse gas emission by no later than 2050. We also welcome the release of TPG Telecom's 2021 sustainability report and launch of our 2021 - 2023 gender action plan. In closing, the outlook for your company and operating environment remains positive.

TPG Telecom has entered 2022 in a strong financial position and is ready to capitalize on the positive momentum in its fixed and mobile subscriber base. Our recently announced network sharing deal with Telstra, which remains subject to ACCC's approval, has the potential to provide quicker customer choice and market competition in regional area. The executive leadership team, led by our CEO, Iñaki Berroeta, has the balance of telecom product experience required to drive more value for TPG Telecom's customers and shareholder. I wish to thank for their contribution my fellow Directors, our CEO and executive team, the people of TPG Telecom, and of course, you, our shareholders, whose continuous support is helping create more value and competition in Australian telecommunications sector. I now ask our CEO, Iñaki, to address the meeting.

Iñaki Berroeta
CEO and Managing Director, TPG Telecom

Thank you, Chairman. I would like to begin by acknowledging and thanking all the shareholders for their continued support. I would also like to thank all of our people at TPG Telecom, who, since our merger, have navigated the uncertainty of COVID and changing market conditions with incredible resilience, focus, and commitment. A note on our results in February 2021 was marked by significant headwinds as COVID and natural disasters continued to create uncertainty for communities and businesses. Despite these challenges, TPG Telecom built a solid financial foundation that has positioned us to capitalize on new market opportunities as businesses and consumers seek greater value from their telecommunications provider. Service revenue for 2021 was AUD 4.39 billion, which was slightly down compared with 2020 pro forma results.

This was mostly due to the decline in mobile subscribers as COVID restrictions continued to impact international travel to and from Australia. While there was an overall decline in mobile subscribers over the year, by the end of 2021, we started to see positive momentum returning to the business. That positive momentum has now resulted in us adding approximately 70,000 mobile subscribers in the first quarter of 2022, our strongest growth in several years. We expect the rate of growth to moderate in the second quarter, which is normally a lower growth quarter, but we are increasingly confident about the fundamental settings of our mobile business as we look to the future. In fixed broadband, we continue to grow our customer base as more Australians embrace our fixed wireless offering.

Some 90,000 customers have now signed up for our fixed wireless home broadband services, which continue to be recognized as providing a great value, low-cost fast alternative to the NBN. We know customers are embracing this as an NBN alternative because two out of every three customers switching across to our fixed wireless services are, in fact, former NBN customers. While short-term growth in fixed wireless may be slower as a result of modem supply constraints arising from the pandemic, we are taking mitigation actions and continue to target at least 160,000 fixed wireless subscribers by the end of 2022. Our family of household telco brands also continue their industry leadership position in customer satisfaction.

We were delighted to be acknowledged in Canstar Blue Telco Award for 2021 as we receive awards for outstanding value in the phone on a plan and NBN plan categories. Those accolades have continued in 2022 with Vodafone recently winning the Outstanding Value Phone on a Plan award, TPG winning the Outstanding Value NBN Plans award, and iiNet taking home the Outstanding Value Prepaid Mobile Plans award. We were also pleased to see our Felix mobile brand pick up the Canstar Blue Green Excellence Award for 2022 for its commitment to sustainability. Felix was the first telco brand in Australia to be powered by 100% renewable electricity, certified carbon neutral by Climate Active, and was recognized for planting more than 290,000 trees on behalf of its customers.

In the year ahead, we will finalize our renewable energy purchasing strategy for the whole of TPG Telecom, and are committed to engaging with suppliers capable of helping us meet our future renewable electricity requirements. These awards and our ambitions for future growth would not be possible without the commitment of our retail, call center, and corporate teams who continue to deliver great value and service to our customers. Working together during a year of challenging market conditions, they have helped us build a diverse, inclusive, and flexible workplace we can be proud of. I'm pleased to confirm our most recent employee survey, measuring our employees' experience of our values and culture from April to October 2021, increased by 4 percentage points to 76%.

While we are encouraged by the increase, we acknowledge there is more to be done and have set clear targets for the road ahead with our values alignment index forming part of the short-term incentive measure of executive and senior leadership remuneration. Excuse me. We have also had a pleasing start to 2022 in our wholesale enterprise and government business, which is another vital growth area for us. In December 2021, we refreshed our brand and go-to-market strategy for business customers and set an aspiration to build an enterprise and government division that could deliver revenue of AUD 1 billion in 2025, compared with about AUD 700 million today. I'm pleased to say we are making great progress in this area with a number of large customer wins as we build our credentials to be the number one communication provider for business innovation, choice, and value.

Our ambitions in enterprise are underpinned by four key pillars of growth. One, growing core enterprise connectivity services, as we have done with recent customers wins, including Qantas and NAB. Second one, winning greater share of small businesses in fixed and mobile via enhanced cross-selling and digital sales channels. Three, expanding our capabilities in network managed services and security in areas such as SD-WAN, which have been taken up by organizations like the Master Builders Association. And four, enhance IoT and private network solutions, an area that will accelerate with increased 5G uptake. While our 2021 results reflected a year in which we established strong foundations for growth, 2022 and beyond will be the years in which we achieve our true potential.

We have entered 2022 with renewed focus and a refreshed set of guiding principles to deliver on our strategy and to provide greater competition and choice to more Australians than before. Our strategy has the strong support of the board and will guide the company as it consolidates its post-merger benefits, wins market share in key fixed and mobile markets, and delivers innovation to deliver the best telecommunication service and customer experience for as many Australians as possible. The first of our refreshed guiding principles is to integrate and simplify. This is about creating a lean company that integrates brands, technology, infrastructure, processes, and people as one. The second one is to win smart. This means focusing our investments where a clear infrastructure advantage, increased utilization opportunity, or valuable adjacency exist. The third is to maximize our potential.

This is about developing an efficient and scalable business model, creating vibrant and dynamic competitor in the telco industry. These principles extend across everything we do at TPG Telecom, from how we go to market, to how we operate, and how we capitalize on the opportunities of being a full-service telecommunications company. We are intending to hold an investor day in late June, at which will we provide shareholders with more detail about how our strategy is evolving. There is no better demonstration of our refreshed set of guiding principles than our recently announced network sharing agreement with Telstra. This groundbreaking deal, which remains subject of regulatory approval, will provide mobile customers in regional Australia with more choice than ever before.

Under the agreement, TPG Telecom's family of brands will gain access to Telstra's 4G mobile network across 3,700 regional sites, boosting our mobile network coverage to 98.8% of Australia's population. As 5G is rolled out, TPG will also gain access to the 5G network within this regional coverage area. This will make us a real choice for the more than 4 million customers in the regional coverage zones, and millions more in the cities who need a quality mobile coverage when they travel to the country. This agreement is a game changer for TPG Telecom and our customers, and creates a new competitive environment for mobile services in Australia.

Importantly, the network sharing agreement is in addition to our continued accelerated investment in our 5G network, which now has 1,300 sites and will reach around 2,000 5G sites by the end of this year. As seen with our network sharing agreement, we will continue to explore opportunities to drive higher asset utilization through greater infrastructure sharing, delivering capital efficiency across the industry to keep overall costs lower and allow us to pass those benefits to customers. We are nearing the finalization of our strategic review of our mobile phone towers and rooftop sites. We see this as a potential opportunity to unlock value, and we'll update the market on the process when it is complete. In conclusion, the outlook for the market, our industry, consumers, and TPG Telecom remains positive, and we are very optimistic about the opportunities that 2022 will bring.

Having made the necessary changes to simplify our company, our executive leadership team has established TPG Telecom as one of Australia's largest full-service telecommunications providers, delivering greater competition and choice to more Australians than ever before. We have entered the year with confidence. The headwinds of the past are lessening, and the momentum in subscriber growth and our ongoing delivery of cost savings and expected to deliver a strong result in 2022, as we target the early delivery of AUD 125 million-AUD 150 million of cost synergies. We look forward to bringing the competitive might and value of our brands to market as we continue to meet the connectivity needs of consumers and businesses across the country. Thank you to you, our shareholders. I'm going to hand over to the chairman.

Canning Fok
Chairman, TPG Telecom

To explain the procedure for today's AGM.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Thank you, Chairman. Ladies and gentlemen, the notice of meeting and access letter were distributed to shareholders, and it is proposed that the notice of meeting be taken as read. In accordance with the company's constitution, today's AGM is being held virtually, and shareholders, proxies, and guests are participating online via the Computershare meeting platform. With the exception of guests, you have the ability to ask questions and submit votes. You may submit written questions at any stage during the meeting, and we will answer them at the appropriate time. You may also ask questions verbally. Voting on each of the resolutions will commence when the chairman opens the polls. In accordance with the company's constitution and 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 TPG Telecom website as soon as possible after the meeting. Before the vote is taken for each resolution, the proxies for and against the item will be displayed on your screen. Those figures are at the closing time for receipt of proxies, which was 3:30 P.M. on 1 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 two on the adoption of the remuneration report, unless specifically directed otherwise.

In accordance with the Corporations Act, other than in relation to proxies granted to the chairman, all directors, key management personnel, and their closely related parties are not eligible to vote on this resolution and will abstain from voting. In order to provide shareholders enough time to vote, the chairman will shortly open voting for all resolutions. At that time, if you are eligible to vote, a voting icon will appear. Selecting the vote icon at the top of the screen will show a list of the resolutions and present you with voting options. To cast your vote, simply select for, against, or abstain for each of the resolutions, and you will see a vote confirmation. You may change or cancel your vote up until the time the chairman declares voting closed.

Once all resolutions have been presented, the chairman will allow an additional two minutes for all votes to be submitted prior to the close of voting. Only shareholders who have been verified may submit and ask questions. All shareholders will be given a reasonable opportunity to ask questions throughout the meeting. We request that questions be limited to two at a time. Written questions can be submitted at any time. To ask a written question, press on the Q&A icon at the top of the screen, select the topic your question relates to from the dropdown list, and then type your question in the text box, and press the send button. If you have a written question, we encourage you to submit it now. Please note that your questions may be moderated or if we receive multiple questions on the same topic, they may be amalgamated.

I will read out questions received, and the chairman will either answer them or pass them to the most appropriate person. Questions not relating to the business of the AGM, the management of the company, or those that are out of order may be ruled out. To ask a question verbally, please follow the instructions below the broadcast window on your screen. When I invite questions, please address them to the chairman. We will endeavor to answer all questions. I'll now pass back to the Chairman.

Canning Fok
Chairman, TPG Telecom

Thank you, Trent. 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 2021 financial report for the company, and reports of the directors and auditor. No vote is required on this item of business. A copy of annual report has been available on the company's website and was sent to those shareholders who requested a copy. I will take the annual report as received, and I welcome any questions regarding the items or management of the company more generally. Trent, have we received any questions?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Yes, Chairman. We received two questions from the Australian Shareholders' Association in advance of the meeting. The first question we'll address now, and the second question will be dealt with under agenda item two as it relates to remuneration. The question is: Does the company have the intention to increase its share of independent directors in the future? With only 20% of directors independent, surely there is a governance benefit to increasing this share.

Canning Fok
Chairman, TPG Telecom

Thank you for the questions. Each director brings an independent mind and judgment to bear on all board decisions. The depth of telecom experience is of great benefit to TPG Telecom. We welcome shareholders to view the board skill matrix and recently published in our corporate governance statement, which demonstrate the capability and depth of experience of the board. While we only have 20% of independent directors on the board, TPG is committed to the highest standard of corporate governance and board composition reflects our shareholder structure. Have we received any question, Trent?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Yes, Chairman, we have received another question on this topic from Mr. Stephen Mayne. The question is as follows: What is the TPG Telecom position on making political donations, and will we be making any related to the current federal election, including subscription payments or attendance at conferences and fundraising events? What do we think of the Rio Tinto and BHP policies of strictly banning all political donations in contrast to the likes of Woodside Energy, Santos, and the Soul Pattinson Group, which have each donated more than AUD 1 million of shareholder funds to political parties over the past 15 years?

Canning Fok
Chairman, TPG Telecom

Okay. Iñaki, can you take on these questions?

Iñaki Berroeta
CEO and Managing Director, TPG Telecom

We have a strict policy of not giving any political donations.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

It appears we have no further questions on this item. We do. Sorry, take that. There is one further question. Sorry, one moment please. We just need to get the question displayed again. All right. I have the question here. The question is from Stephen Mayne again. Thank you. All right, we have it on the screen. Given the interesting discussions across a range of topics today, including this proposed LTI grant to the CEO, could the chair undertake to make a full transcript of proceedings available on the company's website, along with an archive of the webcast? The likes of Nine, AGL, ASX, ANZ, CIMIC, Domino's, G8 Education, and Lendlease all produced their first AGM transcripts in 2021. Will TPG Telecom follow suit today?

Canning Fok
Chairman, TPG Telecom

Well, you know, I see there's no particular problem of doing this, so I think we can do this. Any other questions, Trent?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Yes. Yes. Canning. Yes, Chairman. Next question is also from Stephen Mayne. So far, it has been impossible to get a straight answer out of anybody to explain why David Teoh quit as our Chairman in March last year. As a relatively new independent director, could Helen Nugent please shed some light on this matter? Or have the parties contractually or informally agreed to keep independent shareholders permanently in the dark about the loss of our chairman and second biggest shareholder?

Canning Fok
Chairman, TPG Telecom

Helen-

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you.

Canning Fok
Chairman, TPG Telecom

Would you answer this?

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you, Chairman. David actually issued a statement on the 25th of March last year, which gave his reasons for that. We have no information over and above that information.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Okay. The next question is again from Mr. Stephen Mayne. TPG Telecom is a very unusual company, which is more than 80% controlled by four discrete shareholders. Could the chair outline if there are any preemptive arrangements amongst those four shareholders, if any of them choose to sell? Is there anything preventing any of them launching a takeover bid? The free float is quite small. Why not do an institutional placement to increase the free float above 30% and attract more index investors? Do any of the shareholders have blocking rights to prevent this from happening, or could the board elect to do an AUD 1 billion placement tomorrow? Canning.

Canning Fok
Chairman, TPG Telecom

This is a question for the shareholders, and today we are dealing with the business of the company. Thank you.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

We have more questions. We're just waiting. Okay, the next question is from Wayne Arthur of Monaro Wireless and Telegraph Proprietary Limited. What is the percentage shareholding of Vodafone entities?

Canning Fok
Chairman, TPG Telecom

Just over 25%.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

All right. We have another question, again from Stephen Mayne. Billionaire Robert Millner is used to being the Chairman of the companies that he serves on, but is a mere Non-Executive Director at TPG Telecom. Could Chair Canning Fok please comment on how relations are going with Mr. Millner, who has a very forceful personality, and doesn't take kindly to criticism? Also, could Mr. Millner comment on how he juggles his impossibly busy workload serving on the six listed boards, the majority of which he chairs?

Canning Fok
Chairman, TPG Telecom

Well, I think, Mr. Millner is a very, very good colleague to have on the board, and then we have good meetings, and he expresses his opinion, which is very valuable and the companies benefit from it. Mr. Millner, do you have something to say?

Robert Millner
Non-Executive Director, TPG Telecom

Thank you, Chairman, and thank you, Stephen. You obviously don't bring a notepad to AGMs when you ask questions because the question about how many boards I've been on, you've probably asked me 8 or 10 times. Just to give you one final answer, most of those companies were within the Soul Pattinson Group. I was sitting in meetings 35 years ago on some of these companies, and we were criticized for keeping some of these companies within Soul Pattinson, so we have floated those out. For example, TPG, our initial investment in TPG started as a TV station in Newcastle, NBN Television, which grew into Soul Pattinson Telecommunications, and now our shareholding just under 12% in TPG. Thank you for the question, Stephen.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

All right. The next question is again from Mr. Stephen Mayne. TPG Telecom is now an AUD 10.8 billion company with more than 23,000 shareholders. Which of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA are covering us? And did any of them recommend a vote against any of today's resolutions? Also, thank you for disclosing the proxy votes early to the ASX with the formal addresses before the AGM. Why did you do this? And please keep doing it in the future years.

Canning Fok
Chairman, TPG Telecom

Trent, would you take this on?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

I think I might, if I may pass this to Helen Nugent to respond to.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you. Thanks for the question, Stephen. Yes, we did in fact receive advice in relation to all of the proxy advisory firms. All of them voted in favor of all resolutions apart from one of them did not vote for one resolution. We regard that very favorably. Thank you for the accolade in respect of publishing the information.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

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

Canning Fok
Chairman, TPG Telecom

This company is 50.1% owned by a joint venture between Vodafone and Hutchison. We have two directors appointed to the board from the Hutchison Group, and so is Vodafone. Then there are other members of the board, so that I was elected chairman by the board after David Teoh resigned. The board work as a whole to the best benefit of the company. We have board meetings, and then we discuss matter, and we have very good independent directors. This board is functional, is a very high class and a very well-balanced board. Maybe my other colleagues can comment on this.

Iñaki Berroeta
CEO and Managing Director, TPG Telecom

Yeah, thank you, Canning. Thank you for the question, you know, what is I answer to my board. My board has a composition that was explained by Canning. As such, you know, I don't have any relation with any particular shareholder outside of the board. I think it's mainly with the board members. I find this. A really experienced board. Someone that are able to help me to drive this business and create a strategy. From that perspective, I have to say that I'm very privileged to be able to work with this board and each one of these members.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Perhaps as the Senior Independent Director, I could reinforce that and just say this is a highly professional board. You know, I just don't think there's any basis for any implicit or explicit suggestion to the contrary.

Robert Millner
Non-Executive Director, TPG Telecom

I might just add that I have personally met Mr. Li Ka-shing.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Chairman, that is the last question on this item, and we have no verbal questions, so we can move to the next item.

Canning Fok
Chairman, TPG Telecom

Thank you. The first item of business is the receipt and consideration of the 31st December 2020 financial report for the company and the reports of the directors and the auditors. No vote is required on this item of business. A copy of the annual report has been made available on the company's website and was sent to those shareholders who requested a copy. I will take the annual report as received, and I welcome any questions regarding this item and management of the company more generally. Trent, have we received any questions?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Yes, we have. Note that there are no questions on this item.

Canning Fok
Chairman, TPG Telecom

Thank you. Thank you. We now move to the six resolutions put to the vote of this meeting. I formally declare the poll is open. The vote icon will soon appear on your screen, so feel free to submit your votes at any time. As Trent mentioned, I will allow an additional two minutes, once all resolutions have been presented, to finalize all votes before moving to close voting. I will now deal with agenda item two, the adoption of the 2021 remuneration report, and I invite the Chairman of the Governance, Remuneration & Nomination Committee, Dr. Helen Nugent, to address the meeting.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you, Canning, and good afternoon, ladies and gentlemen. It's my pleasure to present shareholders with TPG Telecom's 2021 remuneration report. A summary of the report was included in the notice of meeting. Executive pay is detailed in the remuneration report. It reflects 2021 being the first year since TPG Telecom transitioned to a single remuneration approach in a publicly listed environment, notwithstanding the fact that the legacy VHA long-term incentive schemes remain on foot. The remuneration approach links our purpose, our strategy, and our remuneration principles. The board has worked to achieve what it considers to be an appropriate balance between delivering value for shareholders and attracting and retaining the best talent. KMP remuneration is benchmarked against the ASX 11-50 peer group at target and set at or below the median for fixed and overall remuneration.

Given market volatility, further benchmark remuneration analysis was undertaken against the ASX 21-60 peer group in 2021, which confirmed the appropriateness of executive KMP fixed remuneration. No fixed remuneration increases for existing KMP were recommended for 2021, although new executive KMP were hired. Remuneration increases will be made for two executive KMP in 2022, reflecting changes in their roles. Those roles were also benchmarked against both the ASX 11-50 and 21-60 peer groups. The short-term incentive scheme includes a balanced scorecard of measures, which is outlined in the 2021 remuneration report. For 2021, the group balanced scorecard was assessed as being below target performance at 65.86% of maximum.

The 2021 STI includes a deferral of 40% in the form of deferred share rights for two years. In 2022, that deferral will increase to 45% before going to 50% in 2023. A new long-term incentive plan came into operation in 2021 in the form of performance share rights. Performance will be tested after three years against two equally weighted performance totals, namely operating free cash flow and relative total shareholder returns. For non-executive directors, the structure of their fees supports the retention of their independence, with the fees being determined by reference to the median of both the ASX 11-50 and 21-60 peer groups.

Following a review of non-executive director fees, the board has determined that for 2022, the chairman and member fees of the Governance, Remuneration & Nomination Committee should be aligned with those of the Audit & Risk Committee. This means that the chairman of the Governance, Remuneration & Nomination Committee will receive a fee of AUD 50,000 , with each member receiving AUD 25 ,000. There are no other changes to NED's remuneration. Thank you, and I'll now hand back to the Chairman.

Canning Fok
Chairman, TPG Telecom

It's not binding. However, any discussion on this resolution and the outcome of the non-binding vote 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 proxies received are set out on your screen, and I welcome any question regarding this item. Trent, have we received any questions?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Yes, Chairman. We received a question in advance of the meeting from the Australian Shareholders' Association. The question is: It has been pleasing to see the adjustment made to the composition of the STI. However, a three-year vesting period for LTI does not appear aligned to true long-term value. Does the company see scope to increase this vesting period?

Canning Fok
Chairman, TPG Telecom

Thank you again for the questions and your comments in relation to the adjustments to our STI. No changes will be made in 2022 to the LTI plan. The board considers the current balance of at-risk remuneration across immediate one, two, or three years deferral is appropriate. The board acknowledges a long-term for the LTI plan is considered appropriate by some shareholders. As part of our regular annual remuneration review, this issue will be considered in late 2022. Is there any questions? Trent?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

No, there are no further questions on this item.

Canning Fok
Chairman, TPG Telecom

Thank you, Trent. We now move to agenda item three. I would like to welcome back Helen Nugent, who is also our Senior Independent Director to manage this item. Helen, would you kindly take the chair for this item?

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you, Canning. It would be a pleasure, my pleasure to assist with agenda item three, which is the re-election of Canning Fok as a Director of the company. Canning has been the Chairman of TPG Telecom since 26th of March 2021, and his biography is set out in the notice of meeting. I will now ask Canning to address the meeting briefly regarding his re-election.

Canning Fok
Chairman, TPG Telecom

It is my honor to say a few words in support of my re-election as a Director of TPG Telecom. I have been a Director of Vodafone Hutchison Australia and now TPG Telecom since 2001, and am privileged to be the chairman since March 2021. I have a significant history with the company and have been instrumental in the transactions that have formed the current group. This includes the establishment of Three Mobile in 2003, the merger between Hutchison and Vodafone to form VHA in 2009, and the merger between VHA and TPG in 2020. I bring to the board over 35 years of experience as a director in diverse industries, including telecommunications, infrastructure, retail, ports, and energy.

As CK Hutchison Holdings C o-Managing Director, I have focused for many years on strategy, governance, financial management, and accounting and have been involved in several large telecom mergers. I am an Executive Director of several CK Hutchison Holdings public companies and have had direct involvement in many telecommunications businesses around the world. I am committed to serving TPG Telecom and its shareholders, and I dedicate myself to the role of Chairman. Iñaki, our CEO and Managing Director, and I have worked together for many years, and we enjoy the excellent relationship with regular discussions on matters related to TPG business and strategy. I am pleased with the functioning and composition of the board and executive team, and I am excited about the future of this company. I would be honored to continue in a role as Director and Chairman of TPG Telecom, and thank you for your support.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you, Canning. The resolution and proxies received are set out on your screen. If that could be put up, please. I welcome any questions regarding this item. Trent, have we received any written questions?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Chair, we've received one question from Wayne Arthur of Monaro Wireless and Telegraph. The question is, are you Canning based in Hong Kong? Of the 10 board meetings you attended this year, how many did you attend personally in Australia? Are you a member of the Australian Institute of Company Directors? How do you keep abreast of issues affecting directors in Australia? Do you think it is viable for someone in Hong Kong to be a chair of an ASX 100-listed public company?

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

If I could take the first part of that question, and I can ask Canning to respond to the latter part. Mr. Fok is based in Hong Kong. I think that's well-known. I can also say that the board benefits immensely from Canning's deep telecoms expertise, from his international expertise, which is of great value. The board has six Australian-based Directors, including two strong, I think we're strong, Helen and I, independent directors. Just in relation to holding meetings in Australia this year, it has not been possible for our international directors to come to Australia because of COVID restrictions.

Which in some cases have been quite onerous in some jurisdictions, least of all as well, in terms of people being able to readily get into Australia, and then potentially to have to go back to their homelands. We haven't had a face-to-face board meeting other than for Sydney local directors after COVID travel restrictions were lifted. Canning, I'll leave it to you to answer the question as to whether or not you're a member of the AICD.

Canning Fok
Chairman, TPG Telecom

I think I'm not. I'm based in Hong Kong, but I have been in many, many different boards all over the world. The telecom industry, which is one of the major investment of Hutchison, and I represent Hutchison on all those boards. I hope my skill set will be able to satisfy the requirement of this company and hope to be helpful to this company so that, you know, we can contribute more value to this company. Here I am. I have been, you know, invested in Australia for a long time, and we started the three business. Then we merged with Vodafone and we merged with TPG, and hopefully we create value for the shareholders alongside. I'm here to contribute.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you, Canning. I can assure you that contribution is there. Are there any other questions, Trent?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Chair, there are no other questions on item three.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

No written questions have been received. I will now hand back to the chairman for the remaining items of business. Thank you.

Canning Fok
Chairman, TPG Telecom

Thank you, Helen. The next agenda item four, the re-election of Dr. Helen Nugent AC as an independent Non-Executive Director of the company. Helen's biography is set out in the notice of meeting. I will ask Helen to address the meeting briefly regarding her election.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you.

Canning Fok
Chairman, TPG Telecom

Helen.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Thank you again, Chairman. It's an honor to say a few words in support of my re-election as an independent non-executive director of TPG Telecom. I've been a director of TPG Telecom for almost two years, since the merger, in 2020. I'm chairman of the Governance, Remuneration & Nomination Committee. It's usually known as GRNC, and it's a bit easier to roll off the tongue than the rest of it. I serve also on the Audit & Risk Committee. In addition, during the year, I was appointed as the senior independent director. I bring to the board over 30 years of experience as a company director in a variety of complex shareholder sectors and industries.

This includes currently being Chairman of Ausgrid, where there are three major shareholders, soon about to be four, as well as being a Non-Executive Director of the publicly listed IAG, Australia's largest general insurer. In the financial services sector, where I've spent a large part of my life, I've been Chairman of Swiss Re Australia, Chairman of Vita Group, Chairman of Funds SA, the South Australian Government's asset investor. I've also served for 15 years on the board of Macquarie Group. Prior to that, I was Director of Strategy at Westpac Banking Corporation under Bob Joss, and a partner at McKinsey & Company, where I specialized in the financial services sector. I've also deep expertise in infrastructure, not just from my time at Ausgrid and Macquarie, but also as chairman of Australian Rail Track Corporation, previous chairman of Australian Rail Track Corporation and Sydney Airport.

Recently, I completed a five-year term as chairman of the National Disability Insurance Agency, overseeing the rollout of the NDIS from 60,000 to over 500,000 participants. On the same day, it was a red letter day, I also completed 12 years on the board of the National Portrait Gallery of Australia, including 10 as chairman. In addition to my commercial involvement, I give back to the community in the arts, in education, the Olympics, and health, including currently being on the board of the Garvan Institute of Medical Research. For these and other contributions this year, I was made a companion in the Order of Australia, and I'm really thrilled to be invested with that on Friday of this week. I bring to TPG Telecom strategic commercial consumer and governance skills honed by the breadth and depth of my board and executive experience.

I have the time and energy to devote to serving as an independent Non-Executive Director, and I would be honored to continue in that role. I thank you in advance for your support. Thank you, Chairman.

Canning Fok
Chairman, TPG Telecom

Thank you, Helen. The resolution and proxy received are set out on your screen, and I welcome any question regarding this item. Trent, have you received any question?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Yes, Chairman. We've received two questions in relation to this item. The first is from Wayne Arthur of Monaro Wireless and Telegraph. The question is: Are you a member of the AICD? I think I know, as I've seen your photo in the magazine. In the event of the CEO becoming unavailable for any reason, are you prepared to act as executive CEO for a period on a temporary basis? This is not hypothetical, as we have seen a number of CEOs depart from Australian companies for various reasons.

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

Well, thank you, Wayne, for the question. I'm not just a member of the AICD. I was on their overall board some years ago. I was on the ASX Corporate Governance Council. In fact, I'm a fellow of the AICD. In relation to the second part of your question, we have a very strong executive team. I'm sure we could find, in the very unfortunate event that our wonderful CEO was unable to serve, that we could find one of those who could serve. Ultimately, that is a decision for the board. That it would be completely inappropriate to preempt that in any way, shape, or form.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

We have a second question, again from Wayne Arthur. The question is: If nominated, would you be prepared to accept the position of Chair?

Helen Nugent
Senior Independent Non-Executive Director, TPG Telecom

I'm delighted with my current role, and I'm thrilled to serve in that capacity.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

There are no more questions on this item, Chair.

Canning Fok
Chairman, TPG Telecom

The next agenda item, five, the re-election of Pierre Klotz as a Director of the company. Pierre's biography is set out in the notice of meetings. I will now ask Pierre to address the meeting and briefly regarding his election.

Pierre Klotz
Non-Executive Director, TPG Telecom

Thank you, Chairman, and good afternoon, shareholders. It's been a privilege to serve on the board of TPG Telecom over the last two years. I bring to the board more than 20 years of business experience, which spans investment banking and the telecom industry. As Group Corporate Finance Director for Vodafone, I am responsible for the group's business development and financing activities. Over the last decade, I've been focusing on strengthening Vodafone's businesses around the world and create value through investment, M&A, and innovative financing structures. I look forward to the opportunity to continue to use my skills and experience for the benefit of TPG Telecom. I hope you support my re-election. Thank you very much.

Canning Fok
Chairman, TPG Telecom

Thank you, Pierre. The resolution and proxy received are set out on your screen, and I welcome any question regarding this item. Trent, have we received any questions?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Yes, Chairman, we've received one question again from Mr. Stephen Mayne. Pierre Klotz joined TPG Telecom as a Non-Executive Director in June 2020 after the merger, and previously served briefly as a director of Vodafone Hutchison Australia, where he represented Vodafone. Could Pierre explain why he, as Vodafone's Global Finance Director, is one of the nominee directors down under, rather than the Vodafone CEO or Chair? When is he next planning to come to Australia when performing his duties on this board? Finally, could TPG Telecom please clearly articulate on all public platforms which directors are representing which shareholders and which directors are independent? This is not currently the case.

Canning Fok
Chairman, TPG Telecom

Pierre, would you?

Pierre Klotz
Non-Executive Director, TPG Telecom

Well, first of all, with regards to your questions, I'm delighted to serve as one of Vodafone's representatives on the board of TPG Telecom. I also very much look forward to attending a meeting in person as soon as you all are able to hold one, given the various COVID restrictions that we unfortunately still have to deal with.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

There are no further questions on this item.

Canning Fok
Chairman, TPG Telecom

I would like to move to agenda item six, allocation of equity to CEO and Managing Director, Mr. Iñaki Berroeta. This item includes two separate resolutions. Item 6A, which is for the grant of the fair share rights to Iñaki and Item 6B, which is for the grant of performance right to him. These items are the final resolution for today's meeting, so I encourage you to submit your votes now and submit your questions relating to this item. The Directors have voluntarily decided to seek shareholder approval for equity-based allocations to CEO in the interest of transparency and good governance. Even though the shares will be acquired to satisfy the rights under the short and long-term plans will be acquired on the market. As set out in details in the notice of meetings, this allocation relate to short-term incentives for 2021 and long-term incentives for 2022.

The resolution for Item 6A and proxies received are set out on your screen. The company is seeking shareholder approval for the grant of 128,727 deferred share rights under the short-term incentive plan for the 2021 financial year to Mr. Iñaki Berroeta. Vesting will occur in equal tranches over 2two years with no performance hurdles. A voting exclusion applies to this resolution as set out in the notice of the meeting, and I welcome any questions regarding this item. Trent, have we received any questions?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Chairman, there are no questions for this item.

Canning Fok
Chairman, TPG Telecom

Thank you. The final resolution for today is the resolution for Item 6B. Proxies received are set out on your screen. The company is seeking shareholder approval for the grant of 486,842 performing rights under the long-term incentive plan for the 2022 financial year to Mr. Iñaki Berroeta. Performance will be tested after three years against two equal weighted performance hurdles, namely operating free cash flow and relative total shareholder return. A voting exclusion also applies to this resolution as set out in the notice of meeting. I welcome any question regarding this item. Have we any questions, Trent?

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Chairman, there are no questions on this item. However, we do have one late question related to item one, and I'll read that question now. It is from Mr. Brian Lee. Telecommunications is usually considered quite mature and less profitable industry among all others. Telstra has aggressively expanded into energy and health with poor results. What has TPG considered in further driving shareholders' return beyond fixed wireless broadband, and what is the timeframe for this?

Canning Fok
Chairman, TPG Telecom

Iñaki, would you take up these questions?

Iñaki Berroeta
CEO and Managing Director, TPG Telecom

Yeah, sure. Thanks, Chairman. Thank you, Brian, for the question. I think that we are in a very different position. We are a telecommunications company. We invest in telecommunications infrastructure, and we see opportunities of growth for us. First coming as a consequence of the merger, there is still quite a lot of value to be extracted from this merger. If you look at the way that we have expanded first across segments by putting emphasis on enterprise across geographies, by reaching this agreement on the network share that will allow us to address much more customers in the market. At the same time across technologies with the investment that we're doing in mobile 5G and on fiber, we see good opportunities for TPG to grow, doing what we do, which is telecommunications services.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Chairman, there are no further questions on any of the items.

Canning Fok
Chairman, TPG Telecom

Thank you. That was the final resolution for today. Ladies and gentlemen, in approximately two minutes I will close voting. Please ensure that you have cast your vote on all six resolutions. I will now pause to allow you time to finalize these votes.

Trent Czinner
Group Executive of Legal and Company Secretaries, TPG Telecom

Chairman, two minutes have passed.

Canning Fok
Chairman, TPG Telecom

Thank you, Trent. That now concludes voting, and I formally declare the polls closed. As mentioned earlier, the results of this meeting will be announced to the ASX as soon as the votes has been counted and verified. Ladies and gentlemen, that concludes the business of the meeting, and I now declare this AGM closed. Thank you for your time, questions, and your continued engagement and support.

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