TPG Telecom Limited (ASX:TPG)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2025

May 7, 2025

Trent Czinner
Group Executive Legal and External Affairs and Company Secretary, TPG Telecom

Good morning, everyone. My name is Trent Czinner, and I am the Group Executive Legal and External Affairs and Company Secretary. I'll be assisting with the procedural matters for today's meeting. I'd 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. Prior to the resolutions being presented to the meeting, I will provide shareholders with information about how to vote and how to ask questions. I would now like to ask TPG Telecom's Chairman, Mr. Canning Fok, to formally open the meeting.

Canning Fok
Chairman, TPG Telecom

Good morning, ladies and gentlemen. I am Canning Fok, the Chairman of TPG Telecom. It is my pleasure to welcome you to TPG Telecom's Annual General Meeting for 2025. TPG is pleased to be holding an in-person AGM this year, and we thank you for coming along today. I also welcome shareholders and guests who are viewing the AGM 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. Robert Millner, AO.

Robert Millner
Non-Executive Director, TPG Telecom

Good morning.

Canning Fok
Chairman, TPG Telecom

Tony Moffatt.

Antony Moffatt
Non-Executive Director, TPG Telecom

Good morning.

Canning Fok
Chairman, TPG Telecom

Frank Sixt.

Frank Sixt
Non-Executive Director, TPG Telecom

Good morning.

Canning Fok
Chairman, TPG Telecom

Iñaki Berroeta.

Iñaki Berroeta
CEO & Managing Director, TPG Telecom

Good morning.

Canning Fok
Chairman, TPG Telecom

Our CEO and Managing Director, Dr. Helen Nugent, AC.

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Good morning.

Canning Fok
Chairman, TPG Telecom

Paula Dwyer.

Paula Dwyer
Independent Non-Executive Director, TPG Telecom

Good morning.

Canning Fok
Chairman, TPG Telecom

Chappell Temeray, who is unable to be in Sydney today, but joins us on screen.

[audio distortion ]

Jack Teoh, who is also unable to be in Sydney today, but joins us on screen. Unfortunately, Pierre Klotz is unable to join us for today's meeting and sends his apologies to shareholders. Pierre is seeking re-election today and has prepared a video message for shareholders that will be played during that item of business. 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 are John Boniciolli, Group CFO; Vanessa Hicks, Group Executive Customer and People Experience; Kieren Cooney, 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 auditors, and representatives from our legal advisor are also in attendance. The agenda for today's meeting is as follows.

First, I will ask Trent to explain the meeting procedures. I will then present my address. I will then invite Iñaki to present his address, and we will then proceed with the formal business and the seven resolutions to be put in the meeting while answering questions from shareholders. Computershare will then conduct the poll once all resolutions have been presented to the meeting.

Trent Czinner
Group Executive Legal and External Affairs and Company Secretary, TPG Telecom

Thank you, Chairman. Ladies and gentlemen, the Notice of Meeting and Notice and Access Letter was lodged on 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 blue cards, 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 non-voting card. For attendees with white cards, this is a visitor card and does not entitle you to vote or ask questions today. If you have not received your card or you do not have the correct colored card, please see Computers hare at the registration desk. I'll now move to voting procedures.

In accordance with the company's constitution and governance best practice, and as set out in the Notice of Meeting, the Chairman has determined that the 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 Computers hare. 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 Monday, 5 May 2025.

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 and items seven and eight, grant of equity to the CEO and Managing Director, unless specifically directed otherwise. We welcome your questions today. Shareholders and proxies with a blue or yellow registration card 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 procedures. I'll now hand back to the Chairman.

Canning Fok
Chairman, TPG Telecom

Thank you, Trent. My address and Iñaki's address and the presentations have been lodged with the ASX prior to the AGM commencing. Thank you to our shareholders in the room for your attendance and your continuous support. I also welcome those watching the meeting online today. We deliver a strong financial result in 2024 with continuous strong growth in mobile service revenue, expansion of gross margin, and increased EBITDA in line with guidance, strongly improved cash flow, and higher return on capital invested. The board declared a final dividend of AUD 0.09 per share for 2024 and taking total dividends for the year to AUD 0.18 per share, the same as 2023. The dividend was unfranked as our remaining historical franking credits were used against the interim dividend. 2024 was a very significant year for TPG as we achieved important milestones in our execution of our strategy.

These strategic initiatives have strengthened our market positions and laid a solid foundation for future growth. In September 2024, we received regulatory approval to our regional network sharing arrangement with Optus, and in January this year, we activated it. This infrastructure sharing agreement has changed the competitive landscape for mobile service in Australia. It has extended our mobile network reach to 98.4% of the Australian population and increased our network coverage from around 400,000 sq km to over 1 million sq km. This means Vodafone and our family of mobile brands are now providing mobile service to regional communities we have never accessed before. In October, we announced the sale of our fiber network infrastructure as an enterprise, government, and wholesale fixed business to Vocus Group Limited, Vocus, for the enterprise value up to AUD 5.25 billion.

This transaction has been cleared by the Australian Competition and Consumer Commission and is subject to further regulatory approvals and conditions. These transactions will make TPG Telecom a simpler business while unlocking significant value for shareholders and securing long-term assets to fiber infrastructure. We need to grow our customer demand at a predictable and non-volumetric cost. Infrastructure partnerships like this make TPG Telecom leaner and more agile. We can prioritize investment in areas that impact our customers the most, such as our mobile network, brands, and customer-facing technology systems. We are considering the best options for the use of cash proceeds from this transaction, and we'll update our shareholders accordingly. The board's focus is to create a strong and sustainable TPG Telecom over the long term. This year, I'm honored to seek re-election to the board alongside my colleagues Pierre Close and Helen Nugent.

The board has pleased to welcome Paula Dwyer as an independent non-executive director and the Chair of the Audit and Risk Committee in October 2024, and she's seeking election today. Paula's appointment follows Arlene Tansey 's retirement from the board. We thank Arlene for her four years of service. Paula, Pierre, and Helen are valued members of the board, and the board recommends their re-election to shareholders. The board also recommends my re-election to shareholders, and I hope to have your support as continued as a non-executive director. On behalf of the board, I would like to thank our people, customers, and shareholders for continued support of TPG Telecom. We look forward to continuing our progress in the year ahead, and I will hand over to Iñaki, who will share more details about our operations and financial performance.

Iñaki Berroeta
CEO & Managing Director, TPG Telecom

Thank you, Chairman. I would like to thank our shareholders and customers for their continued support in making TPG Telecom Australia's best telco. 2024 was a transformational year for our business. We delivered stronger financial results and achieved significant strategic milestones, setting us up for future success. The TPG Telecom Group continued to grow across three financial metrics. We delivered total service revenue growth of 1.5% to AUD 4.7 billion and achieved our EBITDA guidance with growth of 3.4% to AUD 1.988 billion. Despite slower market growth and intense competition, our mobile business grew strongly with a 5.4% increase in service revenue to AUD 2.27 billion. We are very pleased with the trajectory of the mobile business, which has seen revenue growth of over 15% in the past two years.

In 2024, total mobile subscribers grew 1.8% to 5.51 million, with a strong increase in prepaid digital brands and major contracts with mobile virtual network operators like CARMOBILE. In fixed, we reported a subscriber decline of 2.4% to 2.08 million. However, our focus on profitability and our position as the nation's largest provider of fixed wireless services helped offset those headwinds to keep gross margin relatively flat. At the end of 2024, we had more than 268,000 fixed wireless subscribers. Our continued focus on cost efficiencies resulted in a 3.5% improvement in gross margin to AUD 3.21 billion. Excluding one-offs, our net profit after tax was up 4.8% to AUD 87 million, reflecting EBITDA growth, flattening depreciation and amortization expense, and slower growth in financing cost.

Operating free cash flow was up more than three times to AUD 672 million, thanks to the lower capital expenditure as we passed the peak for network investment and improved working capital movements. Return on investment capital improved 40 basis points to 6.1%, reflecting profit growth and lower capital expenditure. Earnings per share was 10.7%, up 1.9%. 2024 was another significant year for our sustainability ambitions. We signed renewable power purchase agreements, enabling us to power our operations with 50% renewable electricity from the start of this year. These agreements provide renewable electricity to 1,400 sites across Queensland, New South Wales, and South Australia. We remain committed to powering our operations with renewable energy.

However, due to the ongoing volatility in the energy market, during 2025, we will assess the renewables market to determine if there are solutions that balance the benefits of renewable energy against the impact higher renewables costs have on our business and our customers. Having set solid financial and operational foundations, we are now looking forward to making the most of the strategic achievements we delivered in 2024. The doubling of our mobile network coverage is one of the largest strategic milestones this company has ever completed. It has given us the national scale to compete with the mobile incumbents who have dominated the market in regional Australia. It has reset the competitive playing field for mobile services across the country, from the cities to the bush.

With a population coverage of 98.4% and more than 1 million sq km covered by our network, Vodafone and our mobile brands are bringing real choice, competition, and value to Australians. Since the launch of Double the Network campaign and commercial activity, we have seen significant momentum in our mobile business as more customers look to us for great coverage at competitive prices. Over that period, we have seen more than a 40% year-on-year increase in customers switching to Vodafone. This has been the highest new connection rate in six years. Compared to the six months prior to network expansion, average monthly Vodafone postpaid connections are up more than 25% in capital cities and 60% in regional Australia. This has been a turning point for competition and choice for mobile services. Australians now understand they do not have to pay a premium for great coverage.

We are delighted with the customer response so far, with strong growth in subscribers and materially increased data traffic since launch. Over the longer term, this expanded reach means we are better positioned to capture greater revenue share, not just in regional Australia, but also in major metro areas among customers who value coverage. In 2024, we completed the strategic review of our fiber assets, resulting in the proposed sale of our fiber and enterprise government and wholesale fixed business to Vocus for an enterprise value of up to AUD 5.25 billion. We were pleased this transaction gained ACCC approval in March this year and are now focused on obtaining the final U.S. regulatory approvals and completing the necessary work for separation. We remain on track to close the transaction with Vocus in Q3. There are several reasons why this transaction makes sense for our business, customers, and shareholders.

First, our fiber assets are mainly Metro Fiber Access Network, overbuilt by the much bigger NBN and Telstra. While the assets are high margin, we have never played at a scale in that market, making it difficult to justify further investments. Secondly, the sale of this business enabled us to accelerate and increase the streamlining of the TPG Telecom operating structure and cost base, and we have already committed to a target to deliver AUD 100 million of operating cost reduction over time prior to inflation post the completion of the transaction. Thirdly, the net proceeds, expected to be around AUD 4.7 billion in cash, create optionality as we look to put in place the optimal capital structure to reward existing shareholders and attract new ones.

Finally, and perhaps more importantly, this will strengthen our financial position by removing future capital expenditure needs and locking in costs for our fiber access, fiber network access. By doing this, we will remove a combined AUD 360 million a year in operating costs and capex from TPG Telecom's business and replace it with a AUD 130 million a year access agreement with Vocus. Under this agreement, we will retain access to these assets as we grow our current business and without incurring additional usage fees as we add customers or as those customers use more data. We also avoid significant future capex that would have been required to renew or replace other transmission agreements. We believe this transaction will create substantial value for TPG Telecom shareholders, and we are looking forward to completion subject to approvals.

The completion of these important initiatives sees TPG Telecom enter a new phase with a refreshed strategy. This new strategy has four guiding principles: running networks smarter, invigorating brands and services, making it easy for customers, and becoming faster, simpler, and stronger. Running networks smarter means using our capital in the most strategic, disciplined, and efficient way. This is about focusing our investment dollars where we can create value through scale and partnering where we cannot. Both the regional sharing agreement with Optus and the way we will access fiber under the Vocus deal are consistent with this principle, enabling us to grow in the most cost-efficient way. Invigorating brands and services is about differentiating our offerings to be more competitive through better products and services. This involves investing in different and differentiating those that are core to our growth and exiting those that are not.

This evolution is already occurring, with Vodafone taking its place as a truly competitive, full-service national provider of mobile and fixed services for all Australians. TPG and iiNet are fast evolving as digital-first brands, offering excellent value across fixed and prepaid mobile plans. The Felix brand continues to grow share as a simple, mobile, and only digital player, and Lebara and Coogan continue to offer simple, great-value prepaid deals. Recently, you will have seen TPG unveil a major brand refresh, updating its logo for the first time in decades. This new brand is modern but unmistakably TPG. It's brighter, bolder, and symbolizes TPG's role as the telco that works quietly in the background, always in the customer's corner. While we've refreshed how TPG looks, what we stand for stays the same: exceptional telco and great value.

Making it easier for customers is about bringing the benefits of a simpler business to our customers. This means creating a smaller portfolio of great-value plans and products, increased digital capability, and the benefits of a single lean IT architecture where legacy no longer slows us down. We are about halfway through and making great progress. Having started out with more than 3,700 plans across mobile and fixed, we now have roughly 1,000 left, and we are on track to remove 750 more this year. Our longer-term target remains to have about 100 plans in the market. New apps, including a refreshed Vodafone app and other online tools, are also in development to make it even easier for customers to interact with us. Finally, becoming faster, simpler, and stronger involves simplifying our operations to reduce our cost base while increasing capital efficiency and financial flexibility.

The proposed sale of fiber infrastructure assets and EGW fixed business fits into this category and will streamline TPG Telecom, enabling us to transfer out of the business operating cost of an estimated AUD 210 million and annual CapEx of an estimated AUD 150 million on a 2023 proforma basis. The sale of EGW fixed also means revitalizing our EGW mobile business, both in our Vodafone mobile offerings and through mobile virtual network operator capability. More digitalization, service plan simplification, and rationalization of IT applications will all continue, as will our focus on cost and capital efficiency. This strategy refresh highlights the confidence we have to deliver value after a period of significant investment and transformation. These strategic priorities will help us deliver a vastly improved network to customers, drive subscriber and revenue growth, accelerate the benefits of IT modernization and business simplification, and enhance our brand propositions.

Put simply, it makes us fit to fight and win. Our strategic initiatives have laid a strong foundation, and we are confident in our ability to continue delivering exceptional value to our customers and shareholders. We will deliver the benefits of increased coverage through the regional network sharing arrangement, rollout improvements in customer systems, and manage a smooth separation of fiber and EGW fixed business. Assuming stable operating conditions, we expect EBITDA for 2025 to be between AUD 1,950 million and AUD 2,025 million, with cash CapEx around AUD 900 million. We also anticipate a strong improvement in operating free cash flow due to lower capital expenditure and better working capital movements. I'm proud of our people, of how our people continue to connect with our customers, delivering great-value services during this period of transformation. We have the right team to deliver for customers and shareholders in the years to come.

I would also like to thank our people for our shared success in 2024. We also thank our customers and shareholders for your ongoing support. We look forward to keeping you updated as we continue our progress throughout the year. Thank you. I will now hand back to the Chairman.

Canning Fok
Chairman, TPG Telecom

Thank you, Iñaki. We will now move to the formal business of the meeting. The first item of business is the receipt and consideration of the 31 December 2024 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 was released on the ASX and is on the company's website. It was also sent to the shareholders who requested a copy. I will take the financial statement and annual report as received.

I now welcome any questions in the room regarding the item or management of the company more generally. Thank you. We will now move to the seven resolutions being put to this meeting. As already advised, the poll will be conducted by Computershare once all resolutions have been presented. We will now move to agenda item two of the adoption of the 2024 remuneration report, and I invite Chairman of the Remuneration and Governance Committee and our Senior Independent Director, Dr. Helen Nugent, to address the meeting.

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Thank you, Chairman. I really welcome the opportunity to present to you, our shareholders, a brief overview of TPG Telecom's 2024 remuneration report. A summary was included in the notice of meeting, and the full report is in the annual report. Item two seeks adoption of the remuneration report.

In response to shareholder feedback, there were significant changes in 2023 to our remuneration approach and governance, and these changes have remained in place for 2024. Our approach links our purpose, our strategy, and our remuneration principles, striking in the opinion of the board an appropriate balance between delivering value for shareholders and attracting and retaining our staff. Executive remuneration at TPG consists of four main components. The first component is fixed remuneration. Fixed remuneration is designed to provide comparative base pay that recognizes executive skills, experience, and accountability to deliver value for our customers and shareholders. It is benchmarked to the median of the relevant ASX peer group, which is reviewed annually. In setting fixed remuneration for 2024, a comprehensive analysis was undertaken in 2023 using data from that year across the ASX 21-60 and ASX 31-70 peer groups.

These peer groups were selected after analyzing the company's position within the ASX at that time and after reviewing both local and international telecommunication peers. This resulted in base increases of 3% in 2024 for the CEO and other executive KMP, with the exception of the Group CFO, who had only recently joined. This was below the rate of inflation. The second component is the short-term incentive, or STI scheme as it's known. The STI is designed to reward executives for their achievement of TPG Telecom's annual performance targets against a balanced scorecard, thereby aligning executive performance with shareholder value. The size of the STI opportunity was set for 2024 using the same ASX benchmark as used for fixed remuneration. In the case of the CEO, the target opportunity was set at 110% of base salary. For other executive KMP, it was set at 75% of base salary.

The STI is awarded in cash and deferred share rights, or DSRs, as we call them. The cash component is 50%, which is paid after the end of the performance period. The remaining 50% is paid as DSRs, vesting in equal amounts at the end of the first and then the second years. The deferral and payment in shares reinforces alignment with shareholders. Excuse me. The STI award is made after significant consideration of three matters. The first is whether an STI gateway is met. This involves looking at TPG's overall financial performance, whether risks have been appropriately managed, and whether each executive's individual behavior is appropriate. The gateway was met in 2024. The second is a rigorous assessment of a balanced scorecard, which accounts for 80% of the potential award. I hope it's a TPG phone that's ringing.

The balanced scorecard, which is disclosed in detail in the annual report, consists of five measures reflecting financial, customer, and staff performance. They are total service revenue, operating free cash flow, EBITDA, customer net promoter score, and an employee experience index. The balanced scorecard outcome for 2024 was 74.3% of maximum. The third matter which is considered is individual performance, which accounts for 20% of the potential award. Overall, for 2024, the CEO was awarded 78.03% of the possible maximum STI allocation. The third remuneration component is the long-term incentive plan, or LTI, as it's known. The LTI plan is critical to creating longer-term alignment between executives and the performance of the business. The plan is developed as performance share rights, with performance hurdles tested after three years. The three-year performance period for the TPG Telecom 2022 LTI plan finished on the 31st of December 2024.

The equally weighted hurdles for that plan, as opposed to the current one, were operating free cash flow and total shareholder returns, or TSR. As we committed to do back in 2022, the 2024 remuneration report outlines in detail the targets that were set and the performance against each target. It shows that TPG achieved an outcome of 50.5% under the operating free cash flow hurdle. However, the threshold performance under the TSR hurdle was not met. As a result, 25.25% of the performance rights granted under the 2022 scheme vested, with the remaining performance rights lapsing. In 2024, the performance share rights hurdles remained the same as in 2023. The first was a return on invested capital, or ROIC measure, weighted at 45%. The second was an earnings per share, or EPS measure, weighted at 45%.

The third was an environmental, social, and governance, or ESG measure, weighted at 10%. This specifically related to powering all of TPG Telecom's operations with renewable energy by the end of 2025. The 2024 remuneration reports provided details on how ROIC, EPS, and the ESG hurdles were to be measured and calculated. The targets, as disclosed, aim to strike an appropriate balance between giving shareholders insight that the targets have appropriate stretch to drive performance while avoiding specific disclosure for a forward three-year period. The outcome against the hurdles will be fully disclosed in the 2026 remuneration report. The fourth remuneration component of executive remuneration is the minimum shareholding requirement. To further reinforce alignment with shareholders, executive KMP are required to hold one year's base salary as a minimum shareholding. No changes have been made to the minimum shareholding requirement in 2024.

In the 2023 remuneration report, we foreshadowed the implementation of a one-off performance retention rights plan in 2024. This was done to ensure continuity of leadership and an extremely competitive landscape for telco staff. The number of highly skilled telecommunications executives in the Australian market is limited, and there have been a significant number of movements in CEO and executive roles across the industry in the last 12 months, and I'm sure you're familiar with those. The plan remains in place from 2024, with the performance period ending in 2026. Shareholder approval was sought and gained at the 2024 AGM for rights proposed to be granted to the CEO, even though those shares were acquired on market. Technically, we were not obliged to go to vote of shareholders. That is an overview of the way executive remuneration operated for 2024.

I would now like to look forward on key changes for 2025. The base salary for the CEO was increased by 2.5% and by 2.5% and 3.5% for two other executive KMP. The benchmark peer group that was used has been changed from both the ASX 21 and the ASX 31-70 to use only the ASX 31-70, consistent with changes to the company's market capitalization. STI measures remain consistent with 2024. The STI opportunity as a percent of base salary has been increased for one executive KMP from 75% to 100%. This has been in consideration of that executive's contribution to the management of TPG's enterprise government and wholesale assets, including the contribution to strategic initiatives, continued business operations, and retention of customers and people. LTI disclosures for the 2024 LTI hurdles are consistent with those for 2023.

The ESG hurdle weighted at 10% remains in place for 2023 and 2024 LTI plans covering the period out to 2026. We are reviewing the appropriate ESG target. In the meantime, the 10% ESG hurdle has been removed from the 2025 LTI plan, while the ROIC and EPS hurdle weightings have been increased from 45% each to 50% each. Turning now to remuneration for non-executive directors, a review in 2023 made with reference to the ASX 21-60 and ASX 31-70 peer group of companies indicated fees for the independent non-executive directors were below market. As a result, effective 1st of January 2024, a number of changes were made and disclosed in the annual report at last year's AGM. After review in 2024, no changes are proposed for non-executive director fees for 2025. In conclusion, the board commends the remuneration report to you as shareholders.

In our opinion, it is a thoughtful approach. Each year, we seek investor feedback. Based on that feedback, we tell shareholders in advance what we propose to do. We then do it, and finally, we report back against what we said we would do before starting the cycle again. In that vein, we are committed to being transparent. We hope our track record of remuneration reports over the past four years has demonstrated that. Thanks for your attention. I now hand back to the Chairman.

Canning Fok
Chairman, TPG Telecom

Thank you, Helen. A vote on item two is advisory only and is 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 proxy receipt are set out on the screen.

I now welcome any questions in the room regarding this item.

Peter Gregory
Volunteer, Australian Shareholders Association

Good morning. Peter Gregory is my name. I'm here with the Australian Shareholders Association. We're the voice of individual shareholders and advocate for their interests to be put forward to companies that we interact with. Today, I have proxies from 42 shareholders with a total shareholding of about 230,000 shares. Helen, thank you for your presentation. I'd like to raise again the issue of TSI and the long-term incentive. While I recognize you have total shareholder return in the one-off two-year plan, we would like to ask you, following that, to consider introducing TSI into the long-term incentive. While we know that ROIC and EPS are critical measures of company success, I'd make the comment to you that they're both internal measures and they're also historic measures.

There are a number of other things that can influence share price, things such as company announcements, competitor actions, government policy, cybersecurity, and changes that can just happen in the extremely competitive market that TPG plays in. Those things can also cause a distortion between company performance and share price. For that reason, we would like to see TSI included so that there is that clear alignment between long-term reward and share performance.

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Thank you, Peter. Thank you for all the ASA guys in respect of their views, which we always welcome. I'm sorry we didn't have a chance to meet this year because of some of your resourcing constraints, but always very, very welcome to interact with you. We've also had this conversation before.

We changed in 2023 due to feedback from some quite significant investors of ours who really were quite insistent that we move to a measure that included ROIC. Now, the complication is that if you move to ROIC, but you do not add EPS to it, then you could end up with unintentional consequences that could follow. You could hike ROIC but depress EPS. There is absolutely unequivocal evidence that it is the combination of ROIC and EPS that drives TSI. I absolutely accept your point that there can be other factors. One other factor, in fact, that can be a factor for us in respect of TSI is actually our relatively small free float, which is kind of to the negative, if you like, from a that is something that we need to reflect on effectively over time.

But while there are other factors, I think on balance, at the moment, we would think that ROIC and EPS are the better measures. Having said that, we're very conscious of your views. We're conscious of the views of others, and we will absolutely keep this under review. Certainly for next year, we're committed to ROIC and EPS.

Peter Gregory
Volunteer, Australian Shareholders Association

No, I understand that. And thank you for listening, Helen.

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Not at all. Always more than willing to listen.

Peter Gregory
Volunteer, Australian Shareholders Association

Thank you.

George Wyatt
Shareholder, TPG Telecom

Good morning. George Wyatt is my name, long-term shareholder. Came back before Vodafone took over. You've seen the share price reduce considerably. It's nice to see a little bit of a lift of recent times, a small lift to the share price. The earnings per share, I know on page 78, is still going down considerably.

So many nice numbers and talks from Iñaki, and I appreciated Helen as well trying to explain things to us. Page 78, if I draw people's attention to it, just from a shareholder's point of view, just skimming, some of these numbers do not reflect the nice ones that were presented, of course. Revenue down, loss increased. Basic earnings per share, long way down, and comprehensive loss down. There are different ways of looking at things, but I wonder, and I do not understand it completely, why it took so long to build up an infrastructure. There has been a tendency across Australia not to invest in any infrastructure from the public service down. For 10 or more years, we have had very little investment in infrastructure. It took a long while to build up TPG's infrastructure and then sold, which from a shareholder, I did not understand.

Some interesting things to see, including you talk about customer service and the pillars for the remuneration report. If I can just comment on that specifically. The loss of services such as email, I thought was good service. The customer service was fantastic before Vodafone took over. It's, I would say, terrible. It might have improved a little bit. Having experienced service of ringing back within 24 hours to check and answering calls within a few minutes to maybe waiting hours and then being fobbed off to the Philippines or somewhere else. Never, no matter how much I asked to be transferred to somebody that understood Sydney, couldn't get it, refused. That took over many instances of trying to sort problems out, particularly after NBN and so on. Everybody's got excuses.

The guidance for next year does not seem to be any better, still about the same in terms of revenue. There are a few points to consider, but I am familiar with the balance scorecard. Having been involved with setting balance scorecards, it has been done in many different ways. The beauty of them is their research feedback systems to get any benefit out of it. They should be transparent, not only the questions, the numbers, and how they are crunched to get people's comments on them afterwards. Two of your biggest stakeholders are staff, I would say is one of the most important ones, and customers, and maybe the general marketplace that you are working in. I do not see any feedback or discussion of those.

I suppose my question really revolves around before voting on the remuneration report, because the executive summary, I haven't quite worked it out, including incentives, but it seems to be way above the industry average. You can correct me on that or analyze that if you like, way above the industry average in total package. Now, going back to balance scorecard, I can just leave you with it. Presumably, page 45 is trying to measure this. Stand together, superior returns, it says, not achieved. Competitive and motivating to attract skilled executives, I can't comment on that. Generate superior returns for shareholders, no. And innovative technology, I don't know. I really don't know. All we've seen is reduction in services. When I refer to Mail and cutting out infrastructure, where you had some advantage with proprietary systems for the government and general services for the public.

I just ask people, my question is, can people look at that before the remuneration votes are settled? Thank you very much.

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Perhaps it might be appropriate for me to take the part of it that relates to remuneration. If I could initially ask Iñaki to comment on some of your broader observations, I think that might be appropriate.

Iñaki Berroeta
CEO & Managing Director, TPG Telecom

Yes, thank you, George, for your question. Look, I think that the company, after the merger, we have gone into a very heavy investment cycle. You were mentioning how there's been a lack of investment. The company had to invest significantly on two fronts. That, of course, has had a financial impact. On one side, our 5G network on the back of the Huawei band that had to make us replace all our equipment.

That is something that companies do not have to do often to remove all the legacy infrastructure and put in new equipment. That was a big burden on investment. On the other side, there was a company that was the result of significant M&A activity over the years, accumulating quite a bit of legacy. Moving forward, considering the ability that we want to give the company to compete and better serve customers, but also to make sure that these systems that we have are robust and secure for our customers, we had to go into a significant IT transformation. These two things, like I said before, put quite a bit of pressure financially because of that huge investment cycle that, fortunately, we are coming out with.

I think that the results, and if you look at the cash generation that this business is converting now, is a result of that reduction. An example like the one you said, the email was one of the decisions that the management had to do around a system that was around 15-20 years old, sustaining a service as precious as email. Whether we were the ones that had to invest and improve that system or look at someone whose core activity is to provide business, partner with that player in order to provide our customers with a much more modern and secure service for email. These are a number of decisions that we have made on that respect because we did not want to carry forward where systems that were either too legacy or too risky.

That is all the transformation that we have done. We continue to improve in our customer service. Our NPS proves that. I understand that we have a complex system and sometimes some customers suffer problems that we try to do our best. We are also very confident that with our simplification of products, with the simplification of our IT architecture, all these will be very visible to customers. We are already delivering that, and we hope that will continue.

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Perhaps I could then answer two other questions that I think were implicit, George, in your question. The first of them related to the balance scorecard. Let me make a couple of observations. First of all, we have set operating free cash flow, EBITDA, customer NPS, employee culture as specific measures. In each case, the threshold of those is at the prior year.

In order to get anything for those measures, and the exception is revenue, but I'll come back to that in a moment, you have to exceed what was the 2023 outcome. The outcome, if you go to the annual report at page 53, you can see there that, and I'll come back to service revenue, that it was above, the operating free cash flow was above the maximum. EBITDA was just above target. The same thing of all of the NPS measures, they were all above maximum. The employee culture was at the threshold. I think the fact that the employee culture measure was at threshold largely reflects all the uncertainty that was going on in the business as a consequence of the announcement of the Vocus transaction.

If I turn to service revenue, which was one of your comments, the outcome there was that the 2023 outcome was 4,632. The actual outcome was 4,701. What we see was a significant outcome. I accept that the numbers can be sometimes complicated because there are various adjustments and standardization of those numbers to reflect some other things that were actually going on. If I could then turn to your comments about earnings per share, the earnings per share number in 2023 was AUD 0.119 per share on the basis on which we have articulated that we would measure it. That is on a normalized basis. I can assure you that both for the LTI measures, to create alignment with that issue around EPS, both the 2023 and 2024 and 2025 outcome will be significantly above on that measure. We do take EPS seriously.

Iñaki Berroeta
CEO & Managing Director, TPG Telecom

It is embedded in the LTI, so it does create alignment with shareholders. Having said that, I'll take all of your points on board and have a think about it. We always take feedback from shareholders seriously. I think that all of those factors that I've just articulated, the facts in respect of them need to be considered.

Canning Fok
Chairman, TPG Telecom

Okay. Thank you, Helen. Thank you, Iñaki. Thank you, shareholders. We will now move to agenda item three, the election of Ms. Paula Dwyer as the non-executive director of the company. Paula was appointed to the board on 21st October 2024, and her biography is set out in the notice of meeting. I will now ask Paula to address the meeting regarding her re-election.

Paula Dwyer
Independent Non-Executive Director, TPG Telecom

Thank you, Chairman. And good morning, ladies and gentlemen.

I would stand up, but the plan was for us to sit down and speak to you from the table. So I'm in my first year as a director of TPG Telecom, and I'm seeking your support for my election today. My qualifications and background are summarized in today's notice of meeting. Briefly, I've spent more than 40 years in both executive and non-executive roles in financial and corporate advisory services, mergers and acquisitions, financial markets, corporate finance, strategy, and investments. My roles span banking and finance, investment, insurance, healthcare, gambling and entertainment, fast-moving consumer goods, infrastructure, property and construction, and retailing in both listed and unlisted companies. My career experience, including having held leadership roles in several complex stakeholder situations, allows me to contribute and bring relevant insights to the deliberations of the TPG board as an independent director.

At TPG Telecom, I'm the Chairman of the Audit and Risk Committee and a member of the Remuneration and Governance Committee and the Nomination Committee. As Chairman of the Audit and Risk Committee, I regularly meet with the finance team, our internal audit team, and our external auditors, PwC. I also stay up to date on matters relevant to TPG Telecom through regularly participating in external technical sessions and frequent engagement with my industry peers. I'm pleased to be associated with TPG Telecom during this time of transition and contribute to its strategy and its success. I would like to record my view that our company is strongly positioned to face the future with confidence. Today, with your support, I look forward to working hard on your behalf for the future of TPG Telecom. Thank you.

Canning Fok
Chairman, TPG Telecom

Thank you. The resolution and proxy receipt are set out on the screen.

Iñaki Berroeta
CEO & Managing Director, TPG Telecom

I now welcome questions regarding Paula's election.

Peter Gregory
Volunteer, Australian Shareholders Association

Paula, welcome to the company. Your credentials and experience are very impressive, so we're glad you've joined TPG's board. Can I just simply ask you, you have a number of other responsibilities. Being an independent director of TPG brings with it not only the responsibility of being a director, but also being a member of each of the three committees and also, in your case, being the Audit Committee Chair. Big workload, rapidly changing company, lots happening. Can you just give us some assurance that you're able to give enough attention to this company to give it what it deserves?

Paula Dwyer
Independent Non-Executive Director, TPG Telecom

Peter, I can confirm that when I take on responsibilities, I reflect on my capacity and then double it for unforeseen events. I can confirm I've got the capacity to provide my full attention to TPG Telecom. Thank you.

Canning Fok
Chairman, TPG Telecom

We will now move to agenda item four, and I would like to invite Dr. Helen Nugent, our Senior Independent Director, back to manage this item. Helen, would you kindly take the chair for this item?

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Thank you, Canning. It'd be my pleasure to assist with agenda item four, the re-election of Canning Fok as a Non-Executive Director of the company. Canning has been the Chairman of TPG Telecom since the 26th of March 2021, and his biography is set out in the notice of meeting. I will now ask Canning to address the meeting 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 Non-Executive Director of TPG Telecom. I have been a director of Vodafone Hutchison Australia and now TPG Telecom since 2001, and I'm privileged to be the Chairman since March 2021.

I am a former CK Hutchison Group's co-managing director and deputy chairman, and bring to the board 40 years of experience as a director in Australia and internationally in diverse industries, including telecom communication, infrastructure, retail, ports, and energy. I'm committed to serving TPG Telecom and its shareholders, and I look forward to continuous working with Iñaki and his team and my colleagues on the board to deliver value to all TPG shareholders. Thank you for your support.

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Thank you, Canning. The resolution and proxies are set out on your screen, and I welcome any questions regarding this item. Nothing? In that case, thank you. I will now hand back to Canning for the remaining items of business.

Canning Fok
Chairman, TPG Telecom

Thank you. I'm back. The next is the agenda item five, the re-election of Mr. Pierre Klotz as a non-executive director of the company.

Pierre's biography is set out in the notice of the meeting. As I noted earlier, Pierre is unable to join us today, but he has recorded a message for the shareholders that we will play now.

Pierre Klotz
Non-Executive Director, TPG Telecom

Good morning, shareholders. Unfortunately, I cannot be with you in person today, so I have recorded this message. It has been a privilege to serve on the board of TPG. I have 25 years' business experience spanning investment banking and the telecommunications industry. As the Group Corporate Finance Director for Vodafone, I am responsible for our group's business development and financing activities. I look forward to the opportunity to continue to use my skills and experience for the benefit of TPG, so I hope you support my re-election. Thank you.

Canning Fok
Chairman, TPG Telecom

The resolution and proxy receipts are set out on the screen. I now welcome any questions in the room regarding Pierre's re-election.

The next agenda item, number six, the re-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 re-election.

Helen Nugent
Chairman of the Remuneration & Governance Committee and Senior Independent Director, TPG Telecom

Thank you, Chairman. Good morning again, ladies and gentlemen. It's a privilege to spend a few minutes outlining to you my background in support of my re-election as a director of your company. I've been an Independent Non-Executive Director of TPG Telecom since the merger in 2020. I'm a Senior Independent Director, and I'm Chairman of the Remuneration and Governance Committee for my sins, as well as Chairman of the Nominations Committee. I've also served as a member of the Audit and Risk Committee. I have significant experience as a Company Director.

Over the past 25 years in the commercial sector, I have served as chairman of nine companies and a non-executive director of a further 10 companies, including Macquarie Group and Origin Energy. Currently, I serve as chairman of Ausgrid, as a non-executive director of IAG, and a member of the Global Advisory Board of UST, a digital transformation company headquartered in the U.S.A., also with operations in India, with 34,000 staff globally. These appointments illustrate the depth of my expertise in the energy, financial services, and digital sectors in both consumer and wholesale markets. The strategic consumer and governance insights I obtain from these roles are highly relevant to TPG Telecom. In the not-for-profit sector, for some 30 years, I have served as chairman of eight 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 Committee. For these and other services, I have been made a Companion of the Order of Australia. The breadth of insight I gained from these roles has, I believe, made me a better director to serve the interests of you, TPG Telecom shareholders. Prior to becoming a non-executive director, I was Director of Strategy at Westpac, reporting directly to the CEO and a partner at McKinsey & Company. I hold an MBA with distinction from the Harvard Business School. It was quite a while ago, and a Doctorate of Philosophy from the University of Queensland. I have the time and energy to devote to your company, 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

The resolution and proxies receipts are set out on the screen. I now welcome any questions in the room regarding Helen's re-election. The next two agenda items relate to the grant of equity to the CEO and Managing Director. These are the final two resolutions for today's meeting. The directors have voluntarily decided to seek shareholder approval for equity-based grant 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 right under the equity plans will be acquired on market. Voting exclusions apply to those two resolutions as set out in the notice of the meeting. The resolution for item seven and proxies receipts are set out on screen.

The company is seeking shareholder approval for the grant of 296,021 deferred share rights under the short-term incentive plans for the 2024 financial year to Iñaki Berroeta. Further details are set out in the remuneration report and the notice of meeting. Helen has also touched on this in her remuneration update to shareholders. I welcome any questions in the room regarding item seven. The resolution for item eight and proxy receipts are set out on the screen. The company is seeking shareholder approval for the grant of 706,975 performance rights under the long-term incentive plan for the 2025 financial year to Iñaki Berenguer. Further details are outlined in the remuneration report and the notice of meeting. I now welcome any questions in the room regarding item number eight. That was the last resolution for today, and thank you for your attendance.

The Computershare team will now collect your voting cards and conduct a poll. Please fill in your voting card, and when you have finished, please lodge in a ballot box with a Computershare representative to ensure your votes are counted. Is there any more cards in the room? Ladies and gentlemen, we have received all ballot votes, and I declare the poll and the meeting closed. We will announce the result to the ASX as soon as possible, and thank you for your time, questions, and your continued engagement and support. Refreshment will now be served. Thank you.

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