PROSPECTUS Telstra Corporation Limited (ABN 33 051 775 556) (incorporated with limited liability in the Commonwealth of Australia) Debt Issuance Program Telstra Corporation Limited (“Issuer” or “Telstra”) may offer from time to time bonds, notes and other debt instruments (together the “Notes”) under the Debt Issuance Program (“Program”) described in this Prospectus. This Prospectus supersedes the Prospectus dated 23 September 2009 and any previous prospectuses, offering circulars or supplements to it. Any Notes issued on or after the date of this Prospectus are subject to the provisions set out in it. This Prospectus does not affect any Notes already issued. Subject to applicable laws, regulations and directives, the Issuer may issue Notes under the Program in any country including Australia and, subject to certain restrictions referred to in this Prospectus, the United States. There is no limit on the amount of Notes that may be issued under the Program. The Financial Services Authority in its capacity as competent authority under Part VI of the Financial Services and Markets Act 2000 (“FSMA”) (“UK Listing Authority”) has approved this document (excluding the documents described under the heading “Provision of other documents” on page 8 of this Prospectus) as a base prospectus issued in compliance with Directive 2003/71/EC (“Prospectus Directive”) and the relevant implementing measures in the United Kingdom. Application has also been made for Notes issued under the Program during the period of 12 months from the date of this Prospectus to be admitted to the official list maintained by the UK Listing Authority (“Official List”) and to the London Stock Exchange plc (“London Stock Exchange”) and for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (“Market”). The Market is a regulated market for the purposes of Article 4.1(14) of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments and references in this Prospectus to the Notes having been “listed” means that those Notes have been admitted to trading on the Market and have been admitted to the Official List. In relation to any Tranche (as defined under “Overview of the Program”), the aggregate nominal amount of the Notes of such Tranche, the interest (if any) payable on the Notes of the Tranche, the issue price and any other terms and conditions applicable to such Tranche which are not contained in the standard terms and conditions set out in this Prospectus will be set out in a final terms document (“Final Terms”) substantially in the form set out on pages 95 to 108 inclusive of this Prospectus. The Final Terms for each Tranche of Notes to be admitted to the Official List and to the London Stock Exchange will be delivered to the UK Listing Authority and the London Stock Exchange on or before the date of issue of such Tranche of Notes and is expected to be published via the Regulatory News Service of the London Stock Exchange. Application may also be made for Notes issued under the Program to be listed on any other stock exchange (including the Australian securities exchange operated by ASX Limited (ABN 98 008 624 691) (“ASX”) and the debt market operated by NZX Limited) on which Notes may be listed from time to time as specified in the relevant Final Terms. However, unlisted Notes may also be issued under the Program. The relevant Final Terms in respect of the issue of any Notes will specify whether or not those Notes will be listed on a stock exchange and on which stock exchange, if any, the Notes are to be listed. Prospective investors should consider the risks outlined in this Prospectus under “Risk factors” before making any investment decision in relation to the Notes. Arranger BNP PARIBAS 9 September 2010 10417562_17.doc CONTENTS Important notice 2 Documents incorporated by reference 6 Overview of the Program 9 Risk factors 14 Corporate profile 24 Terms and Conditions of the Notes 34 Taxation 75 Clearing and settlement 81 Summary of provisions relating to Euro Notes while in Global Form 85 Sale and subscription 89 Form of Final Terms 95 General information 109 i Important notice Prospectus This Prospectus has not been, nor will be, lodged with the Australian Securities and Investments Commissions (“ASIC”) and is not a ‘prospectus’ or other ‘disclosure document’ for the purposes of the Corporations Act 2001 of Australia (“Corporations Act”). In addition, see the selling restrictions in “Sale and subscription” on pages 89 to 94 inclusive of this Prospectus. This Prospectus (excluding the documents described under the heading “Provision of other documents” on page 8 of this Prospectus) is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and is provided for the purpose of giving information with regard to the Issuer and its subsidiaries (taken as a whole) and the Notes for a period of 12 months from the date of this Prospectus which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. Any person (an “Investor”) intending to acquire or acquiring any Notes from any person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of the FSMA, Telstra may be responsible to the Investor for this Prospectus under section 90 of the FSMA, only if it has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is authorised by Telstra. If the Offeror is not authorised by Telstra, the Investor should check with the Offeror whether anyone is responsible for this Prospectus for the purposes of section 90 of the FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Prospectus, and/or who is responsible for its contents, it should seek legal advice. An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements. Telstra will not be a party to any such arrangements with Investors (other than one or more Dealers (as defined in the “Overview of the Program”)) in connection with the offer or sale of the Notes and, accordingly, this Prospectus and any Final Terms will not contain such information. The Investor must look to the Offeror at the time of such offer for the provision of such information. This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer, the Arranger (as defined in the “Overview of the Program”), or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such an offer. None of the Issuer, the Arranger and any Dealer has authorised, nor do any of them authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer, the Arranger or any Dealer to publish or supplement a Prospectus for such offer. Responsibility This Prospectus has been prepared by and issued with the authority of the Issuer. The Issuer accepts responsibility for all information contained in this Prospectus. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of that information. References in this Prospectus to the “Prospectus” are to this document and any supplements or replacement of it, any other documents incorporated in it by reference (see “Documents incorporated by reference” on pages 6 to 8 inclusive of this Prospectus) (excluding the documents described under the heading “Provision of other documents” on page 8 of this Prospectus) and, in relation to any Series of Notes, the relevant Final Terms for that Series and this Prospectus should be read and construed accordingly. The only role of the Arranger, the Fiscal Agent, the Australian Registrar and the New Zealand Registrar (each as defined in the “Overview of the Program”) in the preparation of this Prospectus has been to confirm to the Issuer that the information as to their identity described below and their respective descriptions under the heading “Overview of the Program” are accurate as at the date of this Prospectus. BNP Paribas has given and not withdrawn its consent to be named in this Prospectus as the Arranger. The Fiscal Agent, the Australian Registrar and the New Zealand Registrar have given and not withdrawn their consent to be named in this Prospectus as the Fiscal Agent, the Australian Registrar and the New Zealand Registrar respectively. Apart from these matters, the 2 Arranger and the Dealers make no representation or warranty, express or implied as to and assume no responsibility or liability for the authenticity, origin, validity, accuracy or completeness of, or any errors or omissions in, any information, statement, opinion or forecast contained in this Prospectus. The Arranger and the Dealers have not caused or authorised the issue of this Prospectus. The Issuer having made all reasonable enquiries, confirms that the Prospectus contains all information with respect to the Issuer and its subsidiaries (taken as a whole) and the Notes that are material in the context of the issue and offering of the Notes, the statements contained in it relating to the Issuer are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this Prospectus with regard to the Issuer are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to the Issuer or its subsidiaries or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading in any material respect and all reasonable enquiries have been made by the Issuer to ascertain such facts and verify the accuracy of all such information and statements. No independent verification The Arranger and the Dealers have not independently verified the information contained in this Prospectus. Neither this Prospectus, nor any other information provided in connection with the Program or the Notes, nor any other financial statement is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation or a statement of opinion (or a report of either of those things) by the Issuer, the Arranger or the Dealers that any recipient of this Prospectus or any other financial statements should purchase any Notes or any rights in respect of any Notes nor does it constitute an offer or an invitation to subscribe for Notes. Each potential purchaser of Notes should determine (and will be deemed to have done so) for itself the relevance of the information contained in this Prospectus and make its own independent investigation of the financial condition and affairs of and its own appraisals of the creditworthiness of Telstra and its purchase of Notes should be based upon such investigation as it considers necessary. Each potential investor should also have regard to the factors described under the section headed “Risk factors” on pages 14 to 23 inclusive of this Prospectus. The Arranger and the Dealers do not undertake to review the financial condition or affairs of the Issuer during the life of the Program nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Arranger or the Dealers relating to the Issuer. No advice is given in respect of taxation treatment of investors in connection with investment in any Notes and each investor is advised to consult its own professional adviser on the tax implications of an investment in any Notes in their particular circumstances. Currency of information Neither the delivery of this Prospectus nor any sale of Notes made in connection with this Prospectus at any time implies or should be relied upon as a representation or warranty that the information contained in this Prospectus concerning the Issuer and its subsidiaries is correct at any time subsequent to the date of the Prospectus or that any other information supplied in connection with the Program is correct as of any time subsequent to the date indicated. Without limiting this general statement, the Issuer has given an undertaking to the Arranger and the Dealers to prepare a supplementary prospectus in certain circumstances as detailed in the section headed “Supplementary Prospectus” on page 4 of this Prospectus. No authorisation No person has been authorised to give any information or make any representations not contained in this Prospectus in connection with the Issuer, its subsidiaries, the Program or the issue or sale of the Notes and, if given or made, that information or representation must not be relied upon as having been authorised by the Issuer or its subsidiaries or the Arranger or the Dealers. Distribution THIS PROSPECTUS IS NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES. The distribution of this Prospectus and any Final Terms and the offer or sale of Notes may be restricted in certain jurisdictions. The Issuer, its subsidiaries, the Arranger and the Dealers do not represent that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction where action for that purpose is required, or pursuant to an exemption available in that jurisdiction, nor do they assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, its subsidiaries, the Arranger and the Dealers (except as provided in the next sentence) which would permit a public offering of any Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws 3 and regulations and, as more particularly set out under the section headed “Sale and subscription - Summary of Dealer Agreement” on page 89 of this Prospectus, the Dealers have represented to the Issuer that all offers and sales by them will be made on the same terms. Persons into whose possession this Prospectus or any Notes come must inform themselves about, and observe, all applicable restrictions. For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus see “Sale and subscription” on pages 89 to 94 inclusive of this Prospectus. No registration The Notes have not been and will not be registered under the Securities Act of 1933 of the United States (as amended) (“Securities Act”) and include Notes in bearer form that are subject to U.S. tax law requirements. The Notes may not be offered, sold, delivered or transferred within the United States or to, or for the account of, U.S. persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act, including, without limitation, in accordance with Regulation S under the Securities Act. Regulation S provides a non-exclusive safe harbour from the application of the registration requirements of the Securities Act. For more information see “Sale and subscription - Selling Restrictions - United States of America” on pages 89 to 91 inclusive of this Prospectus. No offer Neither this Prospectus, nor any other information provided in connection with the Program or the Notes, is intended to (nor does it), constitute an offer or invitation by or on behalf of the Issuer, its subsidiaries, the Arranger or the Dealers to any person to subscribe for, purchase or otherwise deal in any Notes nor is it intended to be used for the purpose of or in connection with offers or invitations to subscribe for, purchase or otherwise deal in any Notes. In addition, this Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any other securities in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act). Such securities may not be offered or sold in the United States or to U.S. persons unless such securities have been registered under the Securities Act or an exemption from registration is available. Forward-Looking Statements about Telstra This Prospectus contains and incorporates by reference statements that constitute forward-looking statements. All statements other than statements of historical facts included in this Prospectus, including, without limitation, those regarding Telstra’s financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Examples of these forward-looking statements include, but are not limited to (i) statements regarding future results of operations and financial condition, (ii) statements of plans, objectives or goals, including those related to products or services, and (iii) statements of assumptions underlying those statements. Words such as “may,” “will,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “continue”, “probability,” “risk,” and other similar words are intended to identify forward-looking statements, but are not the exclusive means of identifying those statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Telstra, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the present and future business strategies of Telstra and the environment in which it will operate in the future. These forward-looking statements speak only as of the date of this Prospectus. Telstra expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Prospectus, or incorporated herein by reference, to reflect any change in the expectations of Telstra with regard to such forward-looking statements or any change in events, conditions or circumstances on which any such forward-looking statement is based. Drawdown prospectus The Issuer may agree with the Arranger and the relevant Dealer(s) that the Notes may be issued in a form not contemplated by this Prospectus or in accordance with terms set out in a separate prospectus specific to such Tranche, in which event a separate prospectus, if appropriate, will be made available describing the effect of the agreement reached in relation to those Notes. Supplementary Prospectus In the event of any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of any Notes, the Issuer will prepare a supplement to this Prospectus or publish a new prospectus in accordance with the Prospectus Directive for use in connection with any subsequent issue of Notes. The Issuer has undertaken with the Dealers in the Dealer Agreement (as defined 4 in “Sale and subscription” on pages 89 to 94 inclusive of this Prospectus) that it will comply with section 87G of the FSMA. Stabilisation In connection with the issue of any Tranche (as defined in “Overview of the Program” on pages 9 to 13 inclusive of this Prospectus), the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) in the applicable Final Terms may, outside Australia and New Zealand and on a market operated outside Australia and New Zealand, over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be concluded by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. References to currencies In this Prospectus references to “U.S.$” and “U.S. dollars” are to the lawful currency of the United States of America, references to “A$” and “Australian Dollars” are to the lawful currency of the Commonwealth of Australia (“Commonwealth” or “Australia”), references to “N.Z.$” and “New Zealand dollars” are to the lawful currency of New Zealand, references to “£” and “Sterling” are to the lawful currency of the United Kingdom, references to “€” and “euro” are to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended and references to “C$”, “CAD” and “Canadian dollars” are to the lawful currency of Canada. Credit Ratings There are references in this Prospectus to the credit ratings. A credit rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by the relevant credit rating agency. Each rating should be evaluated independently of any other rating. Credit ratings are for distribution only to a person (a) who is not a “retail client” within the meaning of section 761G of the Corporations Act 2001 of Australia and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act 2001 of Australia, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive the Prospectus and anyone who receives the Prospectus must not distribute it to any person who is not entitled to receive it. Internet Site Addresses Internet site addresses in this Prospectus are included for reference only and the contents of any such internet sites are not incorporated by reference into, and do not form part of, this Prospectus (unless expressly stated to the contrary). Terms capitalised but not defined in this section have the meaning given to them in the Terms and Conditions of the Notes which can be found on pages 34 to 74 inclusive of this Prospectus. 5 Documents incorporated by reference Documents incorporated by reference for Prospectus Directive purposes Full year results and operations review – June 2010 The sections of our “Full year results and operations review – June 2010” (“2010 Annual Results”), and the sections of our Directors’ Report and Financial Report released together with the 2010 Annual Results, set out in the following table, shall be deemed to be incorporated in, and form part of, this Prospectus. These can be located in the 2010 Annual Results, Directors’ Report and Financial Report on the following pages: 2010 Annual Results (Pages) Full year results and operations review – June 2010 Summary of financial information 2 to 8 Revenue and product profitability 9 to 19 Expenses 20 to 26 Major subsidiaries 27 to 29 Statement of financial position 30 to 31 Capital expenditure 32 Cashflow summary 33 to 34 Reported-adjusted reconciliation 35 Product restatement 36 Half-yearly comparison 37 to 38 Directors’ Report Directors’ Report 2 to 14 Director and senior executive shareholdings in 12 to 13 Telstra Auditor’s Independence Declaration 14 Financial Report Income Statement 2 Statement of Comprehensive Income 3 Statement of Financial Position 4 Statement of Cash Flows 5 Statement of Changes in Equity 6 Notes to the Financial Statements (including, 7 to 125 without limitation, the summary of significant accounting policies on page 8 to 21 and the contingent liabilities and contingent assets note on page 79) 6 Independent Auditor’s Report 127 The sections from pages 2 to 127 of the Financial Report released together with the 2010 Annual Results contain the consolidated accounts (as defined in the Corporations Act) for the financial year ended 30 June 2010. This financial information complies with Australian Accounting Standards and International Financial Reporting Standards issued by the International Accounting Standards Board. This financial information has not been prepared in accordance with the international accounting standard adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 (“EU IAS”). 2009 Financial Report The sections of our audited consolidated full-year financial accounts of Telstra consolidated with its then controlled entities for the 12 months ended 30 June 2009 (“2009 Financial Report”), set out in the following table, shall be deemed to be incorporated in, and to form part of, this Prospectus. These can be located in the 2009 Financial Report on the following pages: 2009 Financial Report (Pages) Income Statement 2 Statement of Comprehensive Income 3 Statements of Financial Position 4 Statements of Cash Flows 5 Statement of Changes in Equity 6 to 7 Notes to the Financial Statements 8 to 144 Contingent liabilities and contingent assets note 95 to 96 Independent Auditor’s Report 146 In addition to the above information, the descriptions of the profit contribution and operating income of operating groups in Telstra and its controlled entities set out in this Prospectus (see under the heading “Corporate Profile” on pages 24 to 33 inclusive of this Prospectus) should assist your understanding of the historical results of the current businesses of Telstra and its controlled entities. ASX Announcements The ASX announcements entitled “Telstra signs Financial Heads of Agreement on NBN” dated 20 June 2010, “Telstra Corporation Limited Shareholder Letter” dated 21 June 2010, “SouFun Holdings Limited IPO process” dated 13 August 2010 and “SouFun Holdings Limited IPO process” dated 3 September 2010, shall be deemed to be incorporated in, and to form part of, this Prospectus. * * * * * * * The abovementioned documents have been filed with the Financial Services Authority. Any document incorporated by reference into the abovementioned documents does not form part of this Prospectus. Any information not mentioned in this section but included in the documents incorporated by reference is given for information purposes only. Telstra will provide, without charge, upon the written request of any person, a copy of any or all of the documents which, or portions of which, are incorporated in this Prospectus by reference. Written requests for such documents should be directed to Telstra at its office set out at the end of this Prospectus. In addition, such documents will be available for inspection and available free of charge at the offices of the Fiscal Agent. 7 Interpretation of documents incorporated by reference Documents expressed to be incorporated by reference above shall be incorporated in and form part of this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Provision of documents incorporated by reference A copy of this Prospectus may be downloaded from the following website: www.telstra.com.au/abouttelstra/investor/treasury/foreign_documentation.cfm. Documents incorporated by reference may be downloaded from the following websites: www.telstra.com.au/abouttelstra/download/document/tls734-telstra-financial-results-for-the-year-ended- 30-june-2010.pdf www.telstra.com.au/abouttelstra/download/document/tls685-fyr2009esultsannouncement.pdf www.telstra.com.au/abouttelstra/download/document/tls729-telstra-signs-financial-heads-of-agreement- on-nbn.pdf www.telstra.com.au/abouttelstra/download/document/tls730-shareholder-letter.pdf www.telstra.com.au/abouttelstra/download/document/tls736-soufun-holdings-limited-ipo-process.pdf www.telstra.com.au/abouttelstra/download/document/tls741-soufun-holdings-limited-ipo-process.pdf Provision of other documents A copy of all announcements provided to the ASX under Telstra’s continuous disclosure obligations required under the Corporations Act may be downloaded from the following website: www.telstra.com.au/abouttelstra/investor/asx_announcements.cfm This information does not form part of, and is not incorporated by reference in, this Prospectus. In addition, all information which Telstra has published or made available to the public in compliance with its obligations under the laws of the Commonwealth of Australia dealing with the regulation of securities, issuers of securities and securities markets has been released to the ASX in compliance with the continuous disclosure requirements of the ASX Listing Rules. Announcements made by Telstra under such rules are available on ASX’s internet site www.asx.com.au. Financial information differences statement As required by the Corporations Act, the Issuer’s financial statements for the financial years ended 30 June 2009 and 30 June 2010 have been prepared in accordance with the requirements of the Australian Corporations Act and Accounting Standards applicable in Australia. The Issuer’s financial statements also comply with International Financial Reporting Standards (“IASB’s IFRS”). There would be no significant differences if the Issuer’s financial statements were prepared under IASB’s IFRS as it is applied in the European Union. 8 Overview of the Program The following should be read, in relation to any Notes, in conjunction with the Final Terms and, to the extent applicable, the terms and conditions on pages 34 to 74 inclusive of this Prospectus or any other terms and conditions applicable to the relevant Notes. This Prospectus is a “base prospectus” for the purposes of the Prospectus Directive (Directive 2003/71/EC). This Prospectus has not been, nor will be, lodged with ASIC and is not a ‘prospectus’ or other ‘disclosure document’ for the purposes of the Corporations Act. See "Sale and subscription" on pages 89 to 94 inclusive of this Prospectus. This overview must be read as an introduction to this Prospectus and any decision to invest in the Notes should be based on a consideration of the Prospectus as a whole, including the documents incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive (Directive 2003/71/EC) in each Relevant Member of State no civil liability attaches to the Issuer in any such Relevant Member State solely on the basis of this overview, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Words and expressions defined in the “Terms and Conditions of the Notes” below or elsewhere in this Prospectus have the same meanings in this overview. Issuer: Telstra Corporation Limited (ABN 33 051 775 556) (a corporation limited by shares and incorporated with limited liability, and operating, under the Corporations Act). Risk factors: There are certain factors that may affect the Issuer’s ability to fulfil its obligations under the Notes issued under the Program or are material for the purpose of assessing the market risks associated with Notes issued under the Program. Investors should note that the risks relating to a particular issue of Notes includes risks relating to Telstra, the market generally (such as economic and political events), general risks relating to the Notes (such as redemption provisions, reinvestment risk and modification and substitution of conditions) and other legal and investment considerations. These are set out under “Risk factors” on pages 14 to 23 inclusive of this Prospectus. Description: Debt Issuance Program allowing for the issuance of bonds, notes and other debt instruments. Program size: There is no limit on the amount of Notes that may be issued under the Program. Arranger: BNP Paribas. Dealers: The Issuer may from time to time appoint Dealers either in respect of a particular Tranche or in respect of the Program. The Issuer may also terminate the appointment of any Dealer under the Program by giving at least 30 days’ notice. The names of the Dealers participating in respect of a particular Tranche will be set out in the applicable Final Terms. References in this Prospectus to “Dealers” are to all persons that are appointed as dealers in respect of the Program generally (and whose appointment has not been terminated) and to all persons appointed as a dealer in respect of a Tranche. Fiscal Agent: Deutsche Bank AG, London Branch. Paying Agent (Europe): Deutsche Bank Luxembourg S.A. Australian Registrar: Austraclear Services Limited (ABN 28 003 284 419). New Zealand Registrar: Computershare Investor Services Limited. 9