================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 DATE: FOR THE PERIOD ENDING 29 FEBRUARY 2004 TELSTRA CORPORATION LIMITED ACN 051 775 556 242 Exhibition Street Melbourne Victoria 3000 Australia Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ================================================================================ INDEX Date change for 2004 AGM Analyst Briefing - Half year results presentation pack Appendix 3Y - Change in Directors' Interests Notices Appendix 3Y - Change in Directors' Interests Notices [TELSTRA LOGO] 11 February 2004 OFFICE OF THE COMPANY SECRETARY The Manager Level 41 242 Exhibition Street Company Announcements Office MELBOURNE VIC 3000 Australian Stock Exchange AUSTRALIA 10th Floor, 20 Bond Street Telephone 03 9634 6400 SYDNEY NSW 2000 Facsimile 03 9632 3215 ELECTRONIC LODGEMENT Dear Sir or Madam DATE CHANGE FOR 2004 AGM Telstra wishes to advise its shareholders that as a result of improved reporting processes the Annual General Meeting for 2004 will now be held on Thursday 28 October 2004 in Melbourne. Details of the AGM will be sent to all shareholders with their Notice of Meeting later in the year. Yours sincerely /s/ Douglas Gration ------------------------ DOUGLAS GRATION Company Secretary Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556 TELSTRA CORPORATION LIMITED 1ST HALF FISCAL 2004 RESULTS Dr Ziggy Switkowski Chief Executive Officer [TELSTRA LOGO] HIGHLIGHTS* MARGIN EXPANSION CONTINUES - EBITDA margin up 2% over pcp(to 50.4%) IMPROVED MOBILE PERFORMANCE - Mobile revenue growth accelerating (+ 6.4%) BROADBAND GROWTH - Subscribers up 108% to 507k COST REDUCTIONS ON TRACK - Projects gaining traction - New initiatives identified STRONG FREE CASH FLOW - FCF +18% underpins our flexibility CAPITAL MANAGEMENT - Successful Buy-back, increased ordinary dividend ---------------------------------------- TELSTRA *underlying is positioned for profitable growth ---------------------------------------- Slide 2 [TELSTRA LOGO] UNDERLYING RESULTS ($ BILLIONS EXCEPT EBITDA MARGIN) 1H03 1H04 %(delta)* ------------------------------------------------------------------------- Sales Revenue 10.5 10.5 (0.1) Domestic Sales Revenue 9.5 9.7 1.8 ---- ---- ---- Operating Expenses 5.5 5.3 (4.1) EBITDA 5.1 5.3 3.9 EBIT 3.4 3.5 3.0 NPAT & MI 2.0 2.1 5.7 EBITDA Margin (%)(1) 48.4 50.4 2.0 Free Cash Flow(2) 1.5 1.8 18.2 * % calculated on actual numbers 1. % movement 2. Adjusted for large one off assets sales in 1H03 - Properties $570m ------------------------------------- Margin expansion driven by operating cost reductions ------------------------------------- Slide 3 [TELSTRA LOGO] 1H 2004 FINANCIAL OUTCOMES [BAR CHART] $millions 2003 2004 --------- ----- ------ EBITDA MARGIN(1) 48.4% 50.4% 2% EBIT MARGIN(1) 32.1% 33.1% 1% FCF(2) 1,546 1,827 18% EPS(1) 15.7c 16.7c 6.3% ORDINARY DIVIDEND 12c 13c 8% (1) Underlying (2) Net of large one off asset sales ----------------------------- Good progress on key performance measures ----------------------------- Slide 4 [TELSTRA LOGO] TELSTRA'S MARKET SHARE REMAINS STRONG [PIE CHARTS] TELSTRA SHARE OTHER RESOLD ------------- ----- ------ LOCAL 75% 8% 17% DOMESTIC LD 66% 34% 0% INTERNATIONAL LD 53% 47% 0% MOBILE* 45% 55% 0% BASIC ACCESS 76% 9% 15% DATA** 63% 37% 0% SUBSCRIPTION TV 59% 41% 0% SENSIS ADVERTISING (MAIN MEDIA) 13% 87% 0% NARROWBAND 24% 76% 0% BROADBAND 47% 30% 23% INTERNET & IP** 39% 61% 0% *Market Shares as at Oct 31 2003 **Market Shares as at June 2003 Source Product Management Estimates -------------------------------- TELSTRA'S FULL SERVICE MODEL is a competitive advantage -------------------------------- Slide 5 [TELSTRA LOGO] SIGNIFICANT REGULATORY SETTINGS IN PLACE KEY REGULATORY SETTINGS NOW IN PLACE: SIGNIFICANT UPCOMING ISSUES: - Regulated prices for wholesale services - USO/CSG review - Safe harbour for Foxtel digital investment - Mobile termination report - Price caps review CURRENT EVENTS - INDICATIVE DATES Digital HFC Accounting Mobile Investment Separation reports Termination USO Exemption released (final report) Review Price Caps DEC 2003 DEC 2003 1ST HALF 2004 1ST HALF 2004 JUN 2005 ------------------- Regulatory risks are manageable ------------------- Slide 6 [TELSTRA LOGO] REVENUE GROWTH - BOTH ORGANIC AND ACQUISITIVE MAXIMISE TRADITIONAL REVENUES - Rebalancing - Value Added Services - Increase utilisation - Price innovation - Customer service - Reduce costs / improve margin Telstra is CUSTOMER DRIVEN TRANSFORMATION 21st Century IP Network GROW NEW WAVE - Broadband - Mobility - Advertising ---------------------------------------- Services + Relationships + Efficiency = Profitable Growth ---------------------------------------- Slide 7 [TELSTRA LOGO] A PARADIGM SHIFT YESTERDAY TOMORROW ---------------- ----------------------- Fixed network Broadband Ubiquitous and services everywhere wireless Mobile network and services IP NETWORK Internet network PSTN Multi-access and services access innovative devices ----------------------------- The shift to IP can be managed effectively ----------------------------- Slide 8 [TELSTRA LOGO] TELSTRA INTERNATIONAL STRATEGY FOCUS DRIVER APPROACH OUTCOMES ACQUISTION DRIVEN MOBILITY ASIA - CORE COMPETENCY - DIRECT ORIGINATION EPS GROWTH - SCALE OPERATIONAL EXTENSION CSL -CHINA - LOW CAPITAL - ALLIANCES EARNINGS INTENSITY GROWTH - REGULATORY DIVERSITY REACH - STRATEGIC "CONNECTION" - TRAFFIC CONSOLIDATION - OPERATIONAL CONSOLIDATION GLOBAL SALES - CUSTOMERS' NEEDS - SELECTED PRESENCE GROW OUR - LEADERSHIP SUPPORT KNOWLEDGE, CAPABILITY - FOLLOW THE CUSTOMER AND LEADERSHIP NZ - SCALE - TELSTRACLEAR-ORGANIC - INTEGRATION BENEFITS RESPECTED OPERATIONAL DISCIPLINED FINANCIAL GROWTH BRAND COMPETENCY PROCESSES STRENGTH MINDSET Slide 9 [TELSTRA LOGO] TELSTRA PATH TO VALUE CREATION Higher Growth + Lower Costs = Financial Outcomes - Wireless - Service Rationalisation - Margin expansion - Broadband - Network Rationalisation - EPS growth - Advertising - IT Savings - Cash flow growth - Digital Entertainment - 6 Sigma Methodology - Capital management options INCREASE MARKET SHARE IN $800M REDUCTION BY 2006 INCREASED SHAREHOLDER VALUE SEGMENTS GROWING ABOVE INDUSTRY AVERAGE ---------------------------- ON TRACK to meet our objectives ---------------------------- Slide 10 [TELSTRA LOGO] OUTLOOK - INDUSTRY REVENUE GROWTH EXPECTED TO CONTINUE AROUND 4-5% - STRONG FOCUS ON ACCELERATING REVENUE GROWTH TOWARDS INDUSTRY GROWTH RATE - COSTS WILL GROW LESS THAN REVENUES - UNDERLYING EBIT AND EBITDA MARGINS WILL CONTINUE TO RISE - DOMESTIC CAPEX GUIDANCE UNCHANGED AT $2.9 BILLION - CAPITAL MANAGEMENT PRIORITIES UNCHANGED - INVEST IN THE CORE - ACCRETIVE ACQUISITIONS - RETURN CAPITAL --------------------------------- COMPANY FOCUS: REVENUE, MARGIN AND CASH FLOW --------------------------------- Slide 11 [TELSTRA LOGO] TELSTRA CORPORATION LIMITED 1ST HALF FISCAL 2004 RESULTS Chief Financial Officer John Stanhope [TELSTRA LOGO] FINANCIAL HIGHLIGHTS - Domestic Sales Revenue up 2%(1) BUSINESS - Mobiles Revenue up 6%, SIOs up 15% GROWTH - Internet & IP Revenue up 18%, Broadband SIOs up 108% - Sensis Revenue up 5% COST - Operating Expenses down 4%(2) MANAGEMENT - Margin Growth : Underlying EBITDA margin up 2% pts to 50.4% - Cost reductions on track - Free Cash Flow up 18% to $1.8b(3) CAPITAL - Operating Capex down 11% (13% sales) MANAGEMENT - Interim Ordinary Dividend Growth up 8% to 13cps - Successful completion of $1b buyback 1. Less International, NDC and cable recovery 2. Underlying before depreciation, amortisation 3. Adjusted for one-off asset sales ------------------------------ CAPEX AND COST MANAGEMENT driving strong Free Cash flow ------------------------------ Slide 13 [TELSTRA LOGO] REPORTED RESULTS ($ BILLIONS EXCEPT EPS & DPS) 1H03 1H04 %(Delta)* ----------------------------- ------ ------ --------- Sales Revenue 10.5 10.5 (0.1) EBIT 2.6 3.5 38.1 NPAT & MI(1) 1.2 2.3 93.7 EPS (cents) 9.2 17.9 94.6 OPERATING CAPEX 1.6 1.4 (10.7) ORDINARY DPS (CENTS)(2) 12 13 8.3 * % calculated on actual numbers 1. Prior year includes impact of non cash Reach write-down of $965m 2. Excludes 3(cent) Special Dividend 1H 03 ------------------------ INCREASED Profits and Dividends ------------------------ Slide 14 [TELSTRA LOGO] UNDERLYING RESULTS ($ BILLIONS EXCEPT EBITDA MARGIN) 1H03 1H04 % (Delta)* --------------------------------- ------ ------ ---------- Sales Revenue 10.5 10.5 (0.1) Underlying Domestic Sales Revenue 9.5 9.7 1.8 ---- ---- ---- Operating Expenses 5.5 5.3 (4.1) EBITDA 5.1 5.3 3.9 EBIT 3.4 3.5 3.0 NPAT & MI 2.0 2.1 5.7 EBITDA Margin (%)(1) 48.4 50.4 2.0 Free Cash Flow(2) 1.5 1.8 18.2 * % calculated on actual numbers 1. Absolute change in % calculation 2. Adjusted for large one off asset sales in 1H03 - Properties $570m ------------------------------------- Margin expansion driven by Operating cost reductions ------------------------------------- Slide 15 [TELSTRA LOGO] UNDERLYING DOMESTIC OPERATIONS ($ MILLIONS) 1H03 1H04 % (Delta)* --------------------------------- ------ ------- ---------- Underlying Sales Revenue 10,468 10,456 (0.1) Less International 816 717 Domestic Sales Revenue 9,652 9,739 0.9 Less: NDC/Cable Recovery 124 36 Underlying Domestic Sales Revenue 9,528 9,703 1.8 * Percentage growth represents the percentage movement from the prior corresponding period ---------------------- Good Growth in Domestic business ---------------------- Slide 16 [TELSTRA LOGO] UNDERLYING SALES [BAR CHART] GROWTH IN REVENUE FROM MOVEMENT A$M A$M ACTUAL GROWTH% -------------------------------- ------------ ---------- ------- Total mobiles 115 1,919 6.4 Internet & IP solutions 72 463 18.4 PSTN 58 4,047 1.5 Sensis (Advertising/Directories) 38 769 5.2 ISDN -25 471 (5.0) Other Sales & Service -80 322 (19.9) HK CSL -107 377 (22.1) FX - $93M ---------------------------------------- Strong Growth in mobiles, Internet & IP. FX impacting HK CSL. ---------------------------------------- Slide 17 [TELSTRA LOGO] MOBILES TRENDS IMPROVING MOBILE QUARTERLY ARPUs [LINE GRAPH] SEP-02 DEC-02 MAR-03 JUN-03 SEP-03 DEC-03 PREPAID $14 $15 $14 $15 $15 $15 POSTPAID $61 $59 $55 $57 $57 $59 TOTAL $46 $45 $42 $42 $42 $43 MOBILE SUBSCRIBERS [BAR CHART] ------------------------------ ARPU improving from better yield management ------------------------------ Slide 18 [TELSTRA LOGO] MOBILES INCLUSIVE OF TERMINATING REVENUES [BAR CHART] 1. Includes estimate of fixed line calls terminating on our Mobile networks ------------------------- Stronger performance on a comparative basis ------------------------- Slide 19 [TELSTRA LOGO] DATA AND AIRTIME DRIVE MOBILES REVENUE GROWTH REVENUE MOVEMENT BY CATEGORY [BAR CHART] SMS* VOLUMES CONTINUE TO GROW [BAR CHART] ---------------------------- Access fees & call charges return to growth ---------------------------- * Mobile originating Slide 20 [TELSTRA LOGO] STRONG GROWTH IN INTERNET & IP SOLUTIONS [BAR CHART] NARROWBAND SUBSCRIBERS (000S) [BAR CHART] BROADBAND SUBSCRIBERS (000S) [BAR CHART] ------------------------ On Track to meet milestones ------------------------ Slide 21 [TELSTRA LOGO] PSTN REBALANCED PRODUCTS GROW +1.5% -ARPU* UP 1% TO $66/MONTH BASIC ACCESS REVENUES GROW...ACCESS LINES STABLE [BAR CHART] LOCAL CALL REVENUES AND VOLUMES DOWN [BAR CHART] STD VOLUMES DOWN... YIELD IMPROVEMENT [BAR CHART] F2M MINUTES AND REVENUES UP [BAR CHART] ----------------- Rebalancing delivers growth ----------------- * Excludes Inbound and ISDN Slide 22 [TELSTRA LOGO] IMPROVED CALL COMPLETION RATES [LINE GRAPH] ----------------------------- Mitigates declines in calling product volumes ----------------------------- Slide 23 [TELSTRA LOGO] SENSIS (ADVERTISING & DIRECTORIES) -CONTINUING GROWTH STORY [BAR CHART] (R)Registered Trade Mark of Telstra Corporation Ltd ----------------------------- New products and features drive growth ----------------------------- Slide 24 [TELSTRA LOGO] ISDN FOCUSSED ON CONSUMER & SME [BAR CHART] VOICE LINE EQUIVALENTS (000S) STABLE [BAR CHART] --------------------------------- Changing market mix and migration impacting yields --------------------------------- Slide 25 [TELSTRA LOGO] REVENUES IMPACTED BY VARIOUS FACTORS - CONTROLLED ENTITIES - OTHER SALES AND SERVICE [BAR CHART] ---------------------------------------------------- Negative impacts from FX and slowing of non core activities but Domestic business growing ---------------------------------------------------- 1. Includes balance of revenues across Controlled entities and Other sales & service 2. Net of bundling revenue increase less service centre transfer to Foxtel Slide 26 [TELSTRA LOGO] UNDERLYING OPERATING EXPENSES IMPROVE [BAR CHART] UNDERLYING OPERATING EXPENSES LABOUR +0.7% FTEs down 6.9%(1) to 40,080 Pay increases Higher overtime/casual NDC payroll now charged to Labour GOODS & SERVICES PURCHASED -13.2% Lower International Network payments Reduced NDC construction activity OTHER OPERATING EXP. +0.8% Service Contracts & Agreements - prior year one-offs - Efficiency gains Increased project costs expensed Higher marketing costs -------------------------------------------- Continued cost focus can accommodate pursuit of top line growth -------------------------------------------- 1. Includes NDC staff whose labour expense is reported in Direct Cost of Sales in prior year Slide 27 [TELSTRA LOGO] OPERATING COST REDUCTION PROGRESS [BAR CHART] --------------- Cost Reductions on track --------------- Slide 28 [TELSTRA LOGO] NGCR III -NEW PROJECTS PRODUCT & PRICING SIMPLIFICATION MOBILES ACTIVATION TTIP ORGANISATION REVIEW NETWORK OPERATIONS NETWORK PLATFORM REVIEW RATIONALISATION ORDER DATA QUALITY -------------------------------------------------------------------------------- Additional initiatives to impact in 04/05 and beyond to offset cost increases related to revenue growth -------------------------------------------------------------------------------- Slide 29 [TELSTRA LOGO] DEPRECIATION & AMORTISATION [BAR CHART] --------------------------------------- Depreciation & Amortisation growth expected to slow from FY2005 --------------------------------------- Slide 30 [TELSTRA LOGO] FINANCIAL OVERVIEW - INTERNATIONAL CONTRIBUTION TO TELSTRA GROUP RESULTS 6 MONTHS TO 31 DECEMBER 2003 EBIT CARRYING TOTAL REVENUE EBITDA (POST G'WILL) VALUE (1) ------------- ------------- -------------- --------- (A$ MILLIONS) 1H03 1H04 1H03 1H04 1H03 1H04 ----------------------------- ----------------------------------------------- CSL 507 377 153 124 28 8 2,105 Reach (2) - - (946) - (946) - - TelstraClear 273 283 38 57 (32) (17) 596 Other Cons. & Equity Acc. Op. 88 60 (11) 2 (11) 2 - -------------------------------------------------------- Total 868 720 (766) 183 (961) (7) -------------------------------------------------------- 1. Carrying value on Telstra's balance sheet after consolidation adjustments. 2. This includes accounting impact of A$(965)m in relation to the write-down of the investment. As Reach was equity accounted there was no revenue impact. Ceased equity accounting end of Dec 02. -------------------------------------- International represents 7% of sales - impacted by rising A$ -------------------------------------- Slide 31 [TELSTRA LOGO] TELSTRACLEAR -LEADING CHALLENGER IN NEW ZEALAND HIGHLIGHTS - Solid revenue growth - Retail 6% - Wholesale - rate reductions in international market - Continuing operational efficiencies and improved cash management driving opex reductions of 2% - Leadership in Internet Protocol - Corporate customer wins - Increasing ability to reach Corporate and Small Business markets, via - increasing application of business resale regulatory determination - Wireless Local Loop roll out in Auckland, Rotorua, Dunedin and Napier [TELSTRACLEAR LOGO] KEY FINANCIALS (NZ$M)(1) 1H03 1H04 Total revenue 311 321 Total opex 349 339 EBITDA 43 65 EBIT (38) (18) Telstra Ownership 100% 100% Carrying Value $m A$42 A$596 1. Excludes intercompany revenues/expenses ------------------ Approaching EBIT positive ------------------ Slide 32 [TELSTRA LOGO] CSL - HONG KONG'S LEADING MOBILE BUSINESS HIGHLIGHTS - Market condition was adversely affected by SARS and ongoing price war - However, CSL continued its leadership in key value performance metrics - Launched EDGE service in September - Closer Economic Partnership Arrangements (CEPA) with Chinese government are expected to bring new opportunities - CSL has been certified as a HK Service Provider. OUTLOOK - Remain focused on value share - Continue to pursue synergy with Telstra, especially in data application developments and advancing business opportunities in China. - Continue to adopt prudent approach regarding 3G deployment. [CSL LOGO] KEY FINANCIALS (HK$M)(1) 1H03 1H04 Total revenue 2,191 2,014 Total opex 1,528 1,356 EBITDA 663 658 EBIT 242 248 Telstra Ownership 100% 100% Telstra Carrying Value A$2,805 A$2,105 ---------------------------- CSL continues to perform in difficult conditions ---------------------------- 1. Excludes intercompany revenues/expenses Slide 33 [TELSTRA LOGO] REDUCED OPERATING CAPITAL EXPENDITURE ...CAPEX TO SALES IS FALLING [BAR CHART] CORE CAPEX ALLOCATIONS REMAIN TIGHT... [BAR CHART] ---------------------------- Capital Allocation process driving lower Capex spend ---------------------------- Slide 34 [TELSTRA LOGO] FREE CASH FLOW & DIVIDENDS UP TIGHT CAPEX MGT, COST CONTROL HAVE GROWN FREE CASH FLOW ... [BAR CHART] ... AND ORDINARY DIVIDENDS UP [BAR CHART] FREE CASH FLOW ORDINARY INTERIM DIVIDEND PER SHARE ------------------------ Continuing strong growth in free cash flow ------------------------ 1. Computershare in 1H02: Properties sale 1H03; No significant asset sales in 1H04 Slide 35 [TELSTRA LOGO] PREMIUM BALANCE SHEET RETAINED CREDIT RATINGS S&P MOODYS FITCH -------------------- ------ ------ ------- - Long term > 1 year AA- Aa3 AA- - Outlook Stable Stable Negative DEBT POSITION A$ BILLION - Gross Debt 12,196 - Net Debt (defined as Gross Debt less interest 11,055 bearing) - Shareholders funds 15,116 AVERAGE MATURITY - Net Debt to Market Value 18% = 4.8 YEARS - Net debt/Shareholders funds 73% - Net debt /Book capitalisation 42% - Interest cover (EBITDA/ Net Interest*) 13.6x * Net Interest includes capitalised interest ------------------------------------- Financial settings ensure flexibility for future directions ------------------------------------- Slide 36 [TELSTRA LOGO] TARGET FINANCIAL PARAMETERS GEARING-GROSS DEBT [BAR CHART] GEARING-NET DEBT [BAR CHART] INTEREST COVER-EBITDA/NET INT. EXPENSE [BAR CHART] DISCRETIONARY CASH FLOW TO NET DEBT* [BAR CHART] * Not measured at 1H 04 -------------------- Strong Balance Sheet & Cash flows -------------------- Slide 37 [TELSTRA LOGO] FINANCIAL PRIORITIES: FREE CASH FLOW & REVENUE GROWTH - Improved EBITDA/EBIT Margin OPERATIONAL - Process improvement using Six Sigma EXCELLENCE - Tight capex management - Customer satisfaction - EPS accretive by year two, ROIC ACCRETIVE - Operational control ACQUISITIONS - Incremental in size - Gross & Net Debt to Equity TARGET PARAMETERS - EBITDA/Net Interest - Discretionary cash flow to net debt INCREASE IN LONG-TERM - Improve Return on Equity and EPS SHAREHOLDER VALUE - Flexible balance sheet settings - Active Capital Management -------------------- Strong Cash Flow gives us Options -------------------- Slide 38 [TELSTRA LOGO] OUTLOOK BUSINESS - Improving Domestic growth GROWTH - Mobiles - increase in ARPUs & Market Share - Broadband - New plans stimulating demand - Sensis - advertising growth opportunities - Continue to increase utilisation of PSTN COST - Revenue growth exceed cost growth - Margin expansion MANAGEMENT - NGCR III implemented and on track - Additional initiatives being scoped CAPITAL - Continuing Strong Free Cash Flows to enable: MANAGEMENT - Pursuit of organic and acquisition opportunities OPTIONS - Increased Dividends and Capital Returns where appropriate ----------------- Telstra leveraged for growth ----------------- Slide 39 [TELSTRA LOGO] [TELSTRA LOGO] 19 February 2004 OFFICE OF THE COMPANY SECRETARY The Manager Level 41 242 Exhibition Street Company Announcements Office MELBOURNE VIC 3000 Australian Stock Exchange AUSTRALIA 10th Floor, 20 Bond Street SYDNEY NSW 2000 Telephone 03 9634 6400 Facsimile 03 9632 3215 ELECTRONIC LODGEMENT Dear Sir or Madam APPENDIX 3Y - CHANGE IN DIRECTORS' INTERESTS NOTICES In accordance with the listing rules, I attach an announcement for release to the market. Mr Clark has become a director of Park Avenue Investments Pty Ltd - Superannuation Fund and has acquired a relevant interest in shares owned by the fund. Yours sincerely /s/ DOUGLAS GRATION ------------------------------ DOUGLAS GRATION Company Secretary Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556 Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR ANTHONY CLARK DATE OF LAST NOTICE 31 OCTOBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ------------------------------------------------- ---------------------------------- NATURE OF INDIRECT INTEREST PARK AVENUE INVESTMENTS PTY LTD.- (INCLUDING REGISTERED HOLDER) SUPERANNUATION FUND Note: Provide details of the circumstances giving rise to the relevant interest. DATE OF CHANGE 17 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - 10,000 INDIRECT - 10,486 CLASS ORDINARY NUMBER ACQUIRED 40,000 NUMBER OF SHARES IN WHICH DIRECTOR HAS CEASED TO NOT APPLICABLE HAVE A RELEVANT INTEREST. VALUE/CONSIDERATION NOT APPLICABLE Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - 10,000 INDIRECT - 50,486 NATURE OF CHANGE MR CLARK HAS BECOME A DIRECTOR OF Example: on-market trade, off-market trade, PARK AVENUE INVESTMENTS PTY LTD - exercise of options, issue of securities under SUPERANNUATION FUND AND HAS dividend reinvestment plan, participation in ACQUIRED A RELEVANT INTEREST IN buy-back SHARES OWNED BY THE FUND. PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL [TELSTRA LOGO] 26 February 2004 OFFICE OF THE COMPANY SECRETARY The Manager Level 41 242 Exhibition Street Company Announcements Office MELBOURNE VIC 3000 Australian Stock Exchange AUSTRALIA 10th Floor, 20 Bond Street SYDNEY NSW 2000 Telephone 03 9634 6400 Facsimile 03 9632 3215 ELECTRONIC LODGEMENT Dear Sir or Madam APPENDIX 3Y - CHANGE IN DIRECTORS' INTERESTS NOTICES In accordance with the listing rules, I attach an announcement for release to the market. The changes to Directors' indirect holdings in Telstra Growthshare Pty Ltd as trustee for the Telstra DirectShare Plan represent an allocation of Telstra shares to Directors on 20 February 2004 under the DirectShare plan. Yours sincerely /s/ Douglas Gration ------------------------------ DOUGLAS GRATION Company Secretary Telstra Corporation Limited ACN 051 775 556 ABN 33 051 775 556 Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR ANTHONY CLARK DATE OF LAST NOTICE 19 FEBRUARY 2004 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving TELSTRA DIRECTSHARE PLAN rise to the relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - 10,000 INDIRECT - 50,486 CLASS ORDINARY NUMBER ACQUIRED 2,017 NUMBER DISPOSED NIL VALUE/CONSIDERATION $9,500.71 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - 10,000 INDIRECT - 52,503 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, UNDER THE DIRECTSHARE PLAN. exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR JOHN FLETCHER DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ------------------------------------------------- ---------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving TELSTRA DIRECTSHARE PLAN rise to the relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - NIL INDIRECT - 43,814 CLASS ORDINARY NUMBER ACQUIRED 4,246 NUMBER DISPOSED NIL VALUE/CONSIDERATION $19,998.66 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - NIL INDIRECT - 48,060 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, UNDER THE DIRECTSHARE PLAN. exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR BELINDA HUTCHINSON DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving TELSTRA DIRECTSHARE PLAN rise to the relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - 37,111 INDIRECT - 26,138 CLASS ORDINARY NUMBER ACQUIRED 1,699 NUMBER DISPOSED NIL VALUE/CONSIDERATION $8,002.29 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - 37,111 INDIRECT - 27,837 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, UNDER THE DIRECTSHARE PLAN. exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR CATHERINE LIVINGSTONE DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ----------------------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving rise to the TELSTRA DIRECTSHARE PLAN relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - 10,400 INDIRECT - 14,024 CLASS ORDINARY NUMBER ACQUIRED 2,017 NUMBER DISPOSED NIL VALUE/CONSIDERATION $9,500.07 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - 10,400 INDIRECT - 16,041 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, exercise of options, UNDER THE DIRECTSHARE PLAN. issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR CHARLES MACEK DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ----------------------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTH SHARE PTY LIMITED ATF Note: Provide details of the circumstances giving rise to the TELSTRA DIRECTSHARE PLAN relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - NIL INDIRECT - 37,445 CLASS ORDINARY NUMBER ACQUIRED 2,017 NUMBER DISPOSED NIL VALUE/CONSIDERATION $9,500.07 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - NIL INDIRECT - 39,462 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, exercise of options, UNDER THE DIRECT SHARE PLAN. issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR ROBERT MANSFIELD DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ----------------------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving rise to the TELSTRA DIRECTSHARE PLAN relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - 20,00 INDIRECT - 72,938 CLASS ORDINARY NUMBER ACQUIRED 5,945 NUMBER DISPOSED NIL VALUE/CONSIDERATION $28,000.95 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - 20,000 INDIRECT - 78,883 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, exercise of options, UNDER THE DIRECTSHARE PLAN. issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR DONALD MCGAUCHIE DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ----------------------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving rise to the TELSTRA DIRECTSHARE PLAN relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - NIL INDIRECT - 29,440 CLASS ORDINARY NUMBER ACQUIRED 3,185 NUMBER DISPOSED NIL VALUE/CONSIDERATION $15,001.35 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - NIL INDIRECT - 32,625 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, exercise of options, UNDER THE DIRECTSHARE PLAN. issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR BILL OWENS DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ----------------------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving rise to the TELSTRA DIRECTSHARE PLAN relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - NIL INDIRECT - 10,459 CLASS ORDINARY NUMBER ACQUIRED 3,185 NUMBER DISPOSED NIL VALUE/CONSIDERATION $15,001.35 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - NIL INDIRECT - 13,644 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, exercise of options, UNDER THE DIRECTSHARE PLAN. issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR JOHN RALPH DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ----------------------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving rise to the TELSTRA DIRECTSHARE PLAN relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - 1,000 INDIRECT - 71,871 CLASS ORDINARY NUMBER ACQUIRED 2,972 NUMBER DISPOSED NIL VALUE/CONSIDERATION $13,998.12 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - 1,000 INDIRECT - 74,843 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, exercise of options, UNDER THE DIRECTSHARE PLAN issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL Rule 3.19A.2 APPENDIX 3Y CHANGE OF DIRECTOR'S INTEREST NOTICE Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 30/9/2001. NAME OF ENTITY TELSTRA CORPORATION LIMITED ABN 33 051 775 556 We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. NAME OF DIRECTOR JOHN STOCKER DATE OF LAST NOTICE 10 SEPTEMBER 2003 PART 1 - CHANGE OF DIRECTOR'S RELEVANT INTERESTS IN SECURITIES In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust DIRECT OR INDIRECT INTEREST CHANGE TO INDIRECT INTERESTS ONLY ----------------------------------------------------------------- --------------------------------- NATURE OF INDIRECT INTEREST ALLOCATION OF SHARES TO TELSTRA (INCLUDING REGISTERED HOLDER) GROWTHSHARE PTY LIMITED ATF Note: Provide details of the circumstances giving rise to the TELSTRA DIRECTSHARE PLAN relevant interest. DATE OF CHANGE 20 FEBRUARY 2004 NO. OF SECURITIES HELD PRIOR TO CHANGE DIRECT - 800 INDIRECT - 72,728 CLASS ORDINARY NUMBER ACQUIRED 8,216 NUMBER DISPOSED NIL VALUE/CONSIDERATION $38,697.36 Note: If consideration is non-cash, provide details and estimated valuation NO. OF SECURITIES HELD AFTER CHANGE DIRECT - 800 INDIRECT - 80,944 NATURE OF CHANGE ALLOCATION OF TELSTRA SHARES Example: on-market trade, off-market trade, exercise of options, UNDER THE DIRECTSHARE PLAN. issue of securities under dividend reinvestment plan, participation in buy-back PART 2 - CHANGE OF DIRECTOR'S INTERESTS IN CONTRACTS NIL SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TELSTRA CORPORATION LIMITED /s/ Douglas Gration --------------------------- Name: Douglas Gration Title: Company Secretary Date: 29 February 2004