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Deed of Settlement by leader6

VIEWS: 149 PAGES: 32

									Deed of settlement


Andrew Peter Julian Taylor

Slater & Gordon Limited

Telstra Corporation Limited




101 Collins Street Melbourne VIC 3000 Australia   Telephone +61 3 9288 1234 Facsimile +61 3 9288 1567
GPO Box 128A Melbourne VIC 3001 Australia         www.freehills.com DX 240 Melbourne
Sydney Melbourne Perth Brisbane Singapore         Correspondent offices in Hanoi Ho Chi Minh City Jakarta
                                                                                                                               Contents

                Table of contents


                The agreement                                                                                                                         1

                Operative part                                                                                                                        3

1               Settlement                                                                                                                            3
2               Respondent’s power to terminate                                                                                                       3
3               Releases                                                                                                                              4
4               Plea in bar                                                                                                                           5
5               Obligations of the Parties                                                                                                            5
6               Court approval                                                                                                                        5
7               Settlement Scheme                                                                                                                     5
8               Repayment to Respondent of any surplus                                                                                                6
9               No admissions                                                                                                                         6
10              Destruction or return of Respondent’s documents                                                                                       6
11              No further step in the Proceeding                                                                                                     6
12              No orders as to costs                                                                                                                 6
13              Binding effect of this deed                                                                                                           7
14              Execution of documents                                                                                                                7
15              Notices                                                                                                                               7
                15.1 How and where Notices may be sent ........................................................................ 7
                15.2 Email not to be used .................................................................................................. 7
                15.3 When Notices are taken to have been given and received ....................................... 7
16              Entire agreement and legal effect                                                                                                     7
17              General                                                                                                                               8
                17.1 Governing law and jurisdiction ................................................................................... 8
                17.2 Variation ..................................................................................................................... 8
                17.3 Counterparts .............................................................................................................. 8
18              Definitions and interpretation                                                                                                        8
                18.1     Agreement components ............................................................................................. 8
                18.2     Definitions .................................................................................................................. 8
                18.3     Interpretation .............................................................................................................. 9
                18.4     Interpretation of inclusive expressions.....................................................................10
                18.5     Business Day ...........................................................................................................10




    005046432                                                                                                                    Deed of settlement         Contents 1
                    Contents


Schedule 1
Settlement Scheme                 11

Schedule 2
First Orders                      16

Schedule 3
Approval Order                    22

Schedule 4
Notice details                    27

Signing page                      28




                    Deed of settlement   Contents 2
                                                               The agreement

Deed of settlement


Date ►         9 November 2007



Between the parties


                      Andrew Peter Julian Taylor
                      of 6 Ajax Street, Balwyn North, Victoria, 3104
                      (Applicant)


                      Slater & Gordon Limited
                      ACN 097 297 400 of Level 9, 533 Little Lonsdale Street, Melbourne,
                      Victoria, 3000
                      (Slater & Gordon)


                      Telstra Corporation Limited
                      ACN 051 775 556 of Level 41, 242 Exhibition Street, Melbourne,
                      Victoria, 3000
                      (Respondent)
                      (collectively, the Parties)



Background            A. The Applicant and the Respondent are the parties to Federal
                         Court of Australia Proceeding No. NSD 89 of 2006, a
                         representative proceeding under Part IVA of the Federal Court of
                         Australia Act 1976 (Cth) in which the Applicant, on his own behalf
                         and for and on behalf of the Group Members (as defined in the
                         Second Further Amended Statement of Claim filed by the
                         Applicant on 3 November 2006) claims damages from the
                         Respondent on alleged causes of action as pleaded in the
                         Second Further Amended Statement of Claim.
                      B. The Applicant (on his behalf and for and on behalf of the Group
                         Members) and the Respondent have agreed to seek approval of a
                         resolution of the Proceeding from the Federal Court under section
                         33V of the Federal Court of Australia Act 1976 (Cth) on the terms
                         and conditions set out in this deed without any admission of
                         liability by the Respondent.
                      C. This deed has been entered into by the Applicant for and on
                         behalf of the Group Members as representative of the Group
                         Members pursuant to Part IVA of the Federal Court of Australia
                         Act 1976 (Cth).




                                                                            Deed of settlement   page 1
                                                               The agreement


This deed witnesses   that in consideration of, among other things, the mutual promises
                      contained in this deed, the Parties agree as set out in the Operative
                      part of this deed.




                                                                             Deed of settlement   page 2
                                                                       Operative part

1   Settlement

    After the making of the Approval Order and on the expiration of the period provided for an
    appeal from that order (but not before that time):
    (a)      the releases provided in clause 3 will become operative;
    (b)      the plea in bar provided in clause 4 will become operative;
    (c)      the Respondent will, within a further 2 Business Days, pay the Settlement Sum
             to Slater & Gordon;
    (d)      the obligations in clause 10 will become operative.
    However, if the Approval Order is made and an appeal or an application for leave to
    appeal from the Approval Order is commenced, then clauses 1(a) to (d) (and the clauses
    referred to in those clauses) will not become operative until 5 Business Days after the
    date of the ultimate determination of the matters the subject of the appeal (including any
    subsequent appeal or application to appeal).
    If the Approval Order is set aside as part of the ultimate determination of the appeal and,
    as a result, the application for Court approval under section 33V of the Act of the
    settlement of the Proceeding on the terms of this deed is refused, clauses 1(a) to (d) (and
    the clauses referred to in those clauses) will not operate and will be of no effect.



2   Respondent‟s power to terminate

    The Respondent is entitled to give Notice in writing to the Applicant and Slater & Gordon
    terminating this deed in the event that:
    (a)      the Court finally declines to make the First Orders;
    (b)      the Court finally declines to make the Approval Order;
    (c)      the Applicant ceases to be the Applicant prior to the making of the Approval
             Order;
    (d)      the Applicant opts out, or seeks to opt out, of the Proceeding prior to the making
             of the Approval Order; or
    (e)      a Group Member or Group Members as at the date of this deed:
             (1)       opt out of the Proceeding prior to the making of the Approval Order; or
             (2)       otherwise cease to be a Group Member prior to the making of the
                       Approval Order,
             in circumstances where the aggregate number of shares purchased by that
             Group Member or those Group Members between 11 August 2005 and
             6 September 2005 (inclusive) exceeds 1,000,000 shares.
    On the giving of such Notice, this deed will be of no force or effect.
    For the purpose of clauses 2(a) and (b), the Court will “finally decline” to make an order if
    any one of the following occurs:
    (a)       the Court at first instance declines to make the order, and no appeal from that
              decision is commenced within the period provided for an appeal from that
              decision;




                                                                                  Deed of settlement   page 3
                                                                                    3   Releases



    (b)      the Court at first instance declines to make the order, and an appeal from that
             decision is commenced within the period provided for an appeal from that
             decision, and the ultimate outcome of that appeal (including any subsequent
             appeal or application to appeal) is that the order is not made; or
    (c)      the Court at first instance makes the order, and an appeal from that decision is
             commenced within the period provided for an appeal from that decision, and the
             ultimate outcome of that appeal (including any subsequent appeal or application
             to appeal) is that the decision at first instance is set aside and the order is not
             made.
    For the avoidance of doubt, a Court will not be taken to have “finally declined” to make
    the First Orders or Approval Order if it invites or requires any party to the Proceeding to
    submit further evidence, make further submissions or provide further information, and, in
    that event, clauses 2(a) and (b) do not operate until the Court makes a final decision
    having considered such further evidence, submissions or information.



3   Releases

    Subject to clauses 1 and 2:
    (a)      the Proceeding as between the Applicant and the Respondent, including the
             Applicant‟s and Group Members‟ claims for damages, compensation, interest
             and legal and administrative costs and disbursements (present and future) is
             fully and finally settled;
    (b)      the Applicant, on his behalf and on behalf of all Group Members, releases and
             discharges the Respondent and each of its related bodies corporate as defined
             in the Corporations Act 2001 (Cth) and the present and former directors,
             servants, contractors and agents of each of them (Related Parties) jointly and
             severally from:
             (1)       the claims made by the Applicant or any Group Member in the
                       Proceeding;
             (2)       any claim arising out of or related in any way to matters which are as
                       at the date of this deed or were at any time the subject of the
                       Proceeding or any part of the Proceeding; and
             (3)       any claim, action, demand, suit or proceeding for damages, debt,
                       restitution, equitable compensation, account, injunction, specific
                       performance or any other remedy that the Applicant or any Group
                       Member has or may have against the Respondent or any of the
                       Related Parties in respect of:
                       (A)        the subject matter of the Proceeding or any part of the
                                  Proceeding; and
                       (B)        any thing related to the Proceeding including, without
                                  limitation, any damage, loss, cost or expense suffered as a
                                  result of the subject matter of the Proceeding or any part of
                                  the Proceeding,
                       whether arising at common law, in equity, or under statute or
                       otherwise.




                                                                                 Deed of settlement   page 4
                                                                                   4   Plea in bar




4   Plea in bar

    Subject to clauses 1 and 2, any party bound by this deed may plead this deed in bar to
    any claim or proceeding by any other party bound by this deed (including the Applicant or
    any Group Member) in respect of any claim arising out of or related in any way to the
    matters which are as at the date of this deed or were at any time the subject of the
    Proceeding or any part of the Proceeding.



5   Obligations of the Parties

    The Parties agree to execute all documents, refrain from performing any act incompatible
    with and do all acts reasonably necessary to comply with the terms of this deed, including
    but not limited to consenting to the First Orders and the Approval Order.
    Slater & Gordon agree:
    (a)      to comply with any orders of the Court in relation to advertising or notification of
             settlement of the Proceeding;
    (b)      except to the extent necessary to give effect to this deed, not to accept
             instructions from or to provide any assistance to any person in relation to any
             matters which are or were at any time the subject of the Proceeding;
    (c)      not to take any steps to encourage persons who allege that they have suffered
             loss or damage as a consequence of any matters which are or were at any time
             the subject of the Proceeding to:
             (1)       cease to be the Applicant or a Group Member;
             (2)       opt out of the Proceeding;
             (3)       object to the First Orders or the Approval Order; or
             (4)       appeal from the First Orders or the Approval Order,
             and not to act on behalf of any such persons in respect of any such steps;
    (d)      not to act for or assist any person in respect of any action, complaint, claim or
             matter against the Respondent in relation to the subject matter of the
             Proceeding or any part of the Proceeding (apart from Group Members to the
             extent necessary to give effect to this deed).



6   Court approval

    The Applicant must take all appropriate steps as may reasonably be required to obtain
    the Approval Order as soon as practicable.
    The Applicant is responsible for tendering such expert or other evidence to the Court as
    may reasonably be required to facilitate the Court making the First Orders and the
    Approval Order.



7   Settlement Scheme

    The Settlement Sum must be applied and administered in accordance with the
    Settlement Scheme.




                                                                                 Deed of settlement   page 5
                                                      8    Repayment to Respondent of any surplus




8    Repayment to Respondent of any surplus

     Any portion of the Settlement Sum, including any interest earned on the Settlement Sum,
     remaining after the completion of the administration of the Settlement Scheme must be
     remitted to the Respondent in accordance with the terms of the Settlement Scheme.
     Slater & Gordon must do all things necessary to facilitate this payment.



9    No admissions

     The Respondent makes no admissions.
     There will be no orders for relief except as are necessary to give effect to this deed and
     are otherwise agreed by all the Parties.



10   Destruction or return of Respondent‟s documents

     Subject to clause 1, the Applicant and Slater & Gordon must, within 15 Business Days
     after this clause becomes operative, destroy or return to the Respondent‟s solicitors all
     documents (including photocopies and electronic documents) that are within their
     possession, custody or power and any documents within the possession of any expert or
     Counsel retained by the Applicant, within the following categories:
     (a)      the documents discovered by the Respondent;
     (b)      the lay witness statements served by the Respondent and their attachments;
              and
     (c)      the expert reports served by the Respondent and their attachments.
     If the Applicant or Slater & Gordon elects to destroy, rather than return, the documents
     described in clause 10(a) to (c) or any of them, Slater & Gordon must write to the
     Respondent‟s solicitors upon the expiry of the time period allowed by this clause and
     certify that all documents, apart from any that have been returned, have been destroyed
     in compliance with this clause.



11   No further step in the Proceeding

     No further step is to be taken in the Proceeding by the parties bound by this deed other
     than those provided for in this deed or ordered by the Court or otherwise required by the
     Act or the Federal Court Rules.



12   No orders as to costs

     Except as otherwise provided by this deed, no Party shall seek orders for its costs of the
     Proceeding or the costs of or incidental to the application for Court approval of the
     settlement.
     Each party bound by this deed agrees to bear its own costs in relation to the negotiation,
     preparation and execution of this deed and the performance of any obligations under this
     deed.




                                                                                  Deed of settlement   page 6
                                                                      13    Binding effect of this deed




13     Binding effect of this deed

       This deed binds:
       (a)       the Parties and any executor, administrator, transferee, assignee, liquidator or
                 trustee in bankruptcy appointed in respect of any Party;
       (b)       each Group Member and any executor, administrator, transferee, assignee,
                 liquidator or trustee in bankruptcy appointed in respect of such Group Member.



14     Execution of documents

       Each Party must do, sign, execute and deliver and must procure that each of its
       employees and agents does, signs, executes and delivers all deeds, documents,
       instruments and acts reasonably required of it or them by notice from another Party to
       carry out and give full effect to this deed and the rights and obligations of the Parties
       under it.



15     Notices

15.1   How and where Notices may be sent

       Except as provided in Schedule 2 to this deed, a Notice must be in writing and delivered
       by hand or sent by pre-paid post or fax to a party at the address or the fax number for
       that party in Schedule 4 or as otherwise specified by a party by Notice.

15.2   Email not to be used

       Except as provided in Schedule 2 to this deed, email or similar electronic means of
       communication must not be used to give Notices under this deed.

15.3   When Notices are taken to have been given and received

       A Notice sent by post is regarded as given and received on the second Business Day
       following the date of postage.
       A fax is regarded as given and received on production of a transmission report by the
       machine from which the fax was sent which indicates that the fax was sent in its entirety
       to the recipient‟s fax number, unless the recipient informs the sender that the Notice is
       illegible or incomplete within 24 hours of it being transmitted.
       A Notice delivered or received other than on a Business Day or after 4.00pm (recipient‟s
       time) is regarded as received at 9.00am on the following Business Day and a Notice
       delivered or received before 9.00am (recipient‟s time) is regarded as received at 9.00am.



16     Entire agreement and legal effect

       This deed constitutes the entire agreement of the Parties in relation to the matters the
       subject of this deed.




                                                                                     Deed of settlement   page 7
                                                                                                17   General




17        General

17.1      Governing law and jurisdiction

          This deed is governed by the law in force in New South Wales.
          Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising
          jurisdiction in New South Wales.

17.2      Variation

          A variation of any term of this deed must be in writing and signed by the Parties.

17.3      Counterparts

          This deed may be executed in any number of counterparts.



18        Definitions and interpretation

18.1      Agreement components

          This agreement includes any schedule.

18.2      Definitions

          The meanings of the terms used in this deed are set out below.




Term                      Meaning



the Act                   Federal Court of Australia Act 1976 (Cth)



Approval Order            orders substantially in the form of Schedule 3 to this deed approving the
                          settlement of the Proceeding on the terms set out in this deed with such
                          variations thereto as are agreed by each Party before the making of such order



Business Day              a day on which banks are open for business in Sydney excluding a Saturday,
                          Sunday or public holiday in that city



Court                     the Federal Court of Australia



First Orders              orders substantially in the form of Schedule 2 to this deed with such variations
                          thereto as are agreed by each Party before the making of such order




                                                                                            Deed of settlement   page 8
                                                                        18    Definitions and interpretation




Term                      Meaning



Group Members             as defined in paragraph 2 of the Second Further Amended Statement of Claim,
                          other than those persons who have opted out of the Proceeding pursuant to
                          s33J of the Act.



Notice                    a notice or other communication under this deed



Party                     a party to this deed and in respect of the Applicant, both in his own capacity
                          and in his capacity as a representative of Group Members pursuant to Part IVA
                          of the Act and for and on behalf of the Group Members



Proceeding                Federal Court of Australia Proceeding No. NSD 89 of 2006



Second Further            the Second Further Amended Statement of Claim filed by the Applicant on
Amended Statement of      3 November 2006
Claim



Settlement Scheme         the Slater & Gordon scheme detailed in Schedule 1



Settlement Sum            the sum of AU$5 million to be paid by the Respondent to Slater & Gordon in
                          accordance with clause 1



18.3     Interpretation

         In this deed:
         (a)        Headings and bold type are for convenience only and do not affect the
                    interpretation of this deed.
         (b)        The singular includes the plural and the plural includes the singular.
         (c)        Words of any gender include all genders.
         (d)        Other parts of speech and grammatical forms of a word or phrase defined in this
                    deed have a corresponding meaning.
         (e)        An expression importing a person includes any company, partnership, joint
                    venture, association, corporation or other body corporate and any government
                    agency as well as an individual.
         (f)        A reference to a clause, party, schedule, attachment or exhibit is a reference to
                    a clause of, and a party, schedule, attachment or exhibit to, this deed and a
                    reference to this deed includes any schedule, attachment and exhibit.
         (g)        A reference to any legislation includes all delegated legislation made under it
                    and amendments, consolidations, replacements or re-enactments of any of
                    them.
         (h)        A reference to a document includes all amendments or supplements to, or
                    replacements or novations of, that document.




                                                                                          Deed of settlement   page 9
                                                                    18   Definitions and interpretation



       (i)       A reference to a party to a document includes that party‟s successors and
                 permitted assignees.
       (j)       A promise on the part of 2 or more persons binds them jointly and severally.
       (k)       A reference to an agreement other than this deed includes a deed and any
                 legally enforceable undertaking, agreement, arrangement or understanding,
                 whether or not in writing.
       (l)       No provision of this deed will be construed adversely to a party because that
                 party was responsible for the preparation of this deed or that provision.

18.4   Interpretation of inclusive expressions

       Specifying anything in this deed after the words „include‟ or „for example‟ or similar
       expressions does not limit what else is included.

18.5   Business Day

       Where the day on or by which any thing is to be done is not a Business Day, that thing
       must be done on or by the next Business Day.




                                                                                     Deed of settlement   page 10
                                                                                Schedule 1

           Settlement Scheme


Definitions


Unless otherwise stated, words defined in the Deed have the same meaning in the Settlement
Scheme.


 “Approved Unrecorded        An Unrecorded Transaction which Slater & Gordon is reasonably
 Transaction”:               satisfied is a purchase of Eligible Shares properly supported by
                             documentary evidence.
 “Class Closure Date”:       The 28th day following the latter of (i) the expiration of the period
                             provided for an appeal from the Approval Order; or (ii) final
                             determination of any appeal.
 “Confirmed                  An electronic schedule which identifies Eligible Share purchases by
 Transactions Schedule”:     persons who have submitted a Proof of Claim, compiled as provided
                             in paragraphs 5.b) and 7.
 “Eligible Claimant”:        A Group Member who purchased at least one Eligible Share.
 “Eligible Share”:           A share in the Respondent the subject of an on-market buy-contract
                             by a Group Member on any day between 12 August 2005 and
                             2 September 2005 inclusive (whether or not that transaction was
                             registered on the Respondent‟s share register), provided that the
                             share was not resold prior to 6 September 2005.
 “HIN”:                      Holder Identification Number (usually found on CHESS Holding
                             Statements).
 “Individual Proportion”:    The amount to be paid to a Participating Claimant calculated in
                             accordance with the Individual Proportion Formula.
 “Individual Proportion      The formula at paragraph 11.
 Formula”:
 “Ineligible Claimant”:      A person who submits a Proof of Claim who is not an Eligible
                             Claimant.
 “Link”:                     Link Market Services Limited of Level 9, 33 Collins Street,
                             Melbourne, Vic, 3000, the Respondent‟s share registry service
                             provider.
 “Opt-out Claimants          A schedule compiled by Link in accordance with paragraph 5.a) of
 Schedule”:                  persons who appear on both the Proof of Claim Schedule and the
                             Opt-out Schedule.
 “Opt-out Schedule”:         The schedule made available to the Respondent by the Court
                             identifying persons who opted-out of the Proceeding by 4 May 2007.
 “Participating Claimant”:   A person who appears in the Confirmed Transactions Schedule.




                                                                                      Deed of settlement   page 11
                                                                                            Schedule 1



 “Participating Claimants     An electronic schedule which identifies, by Participating Claimant,
 Schedule”:                   the Individual Proportion to be distributed, compiled as provided in
                              paragraph 9. This Schedule must include all details required by Link
                              to facilitate payment in accordance with paragraph 10(iv).
 “Proof of Claim”:            The form that a person is required, in accordance with paragraph 4,
                              to complete and submit to Slater & Gordon in order to participate in
                              the Settlement Scheme.
 “Proof of Claim              An electronic schedule which identifies all persons who have
 Schedule”:                   submitted a Proof of Claim by the Class Closure Date.
 “Registered                  An electronic schedule, compiled as provided in paragraph 3, which
 Transactions Schedule”:      identifies all purchases of shares in the Respondent in the period 12
                              August 2005 to 2 September 2005 (inclusive), the identity of each
                              purchaser of those shares (by name and HIN or SRN), and the
                              number of shares purchased as recorded on the Respondent‟s
                              share register.
 “Settlement Fund”:           The amount of the Settlement Sum, including any interest that
                              accrues, remaining after the operation of paragraphs 1 & 2.
 “SRN”:                       Security-holder Reference Number.
 “Terms of Participation”:    That:
                                  (i)      The person submitting the Proof of Claim is a Group
                                           Member or has the authority to agree these terms on
                                           behalf of a Group Member;
                                  (ii)     The person is an Eligible Claimant;
                                  (iii)    All the details in the Proof of Claim are true; and
                                  (iv)     Following the proper administration of the Settlement
                                           Scheme, the allocation of Individual Proportions from
                                           the Settlement Fund is final and cannot be challenged,
                                           reviewed, quashed or called into question before any
                                           court of law or administrative review body in any
                                           proceedings.
 “Unrecorded                  A share purchase transaction in the Respondent which is not
 Transaction”:                recorded as a transaction on the Registered Transactions Schedule.
 “Unrecorded                  An electronic schedule of Unrecorded Transactions, organised by
 Transactions Schedule”:      claimant, and which identifies whether the claimant has also made a
                              claim for purchases which appear on the Confirmed Transactions
                              Schedule, compiled pursuant to paragraph 5.


Receipt of the Settlement Sum and payment of costs
1.    Slater & Gordon is authorised to transfer the sum of $1.25 million out of the Settlement Sum
      in respect of the Applicant‟s costs of the Proceeding.
2.    Slater & Gordon must pay to Link out of the Settlement Sum Link‟s reasonable costs of:
      a)     preparing the Registered Transactions Schedule, the Opt-out Claimants Schedule, the
             Confirmed Transactions Schedule, and the Unrecorded Transactions Schedule; and
      b)     paying the Individual Proportions in accordance with paragraph 10(iv).
Proof of Claim Process
3.    By the Class Closure Date, the Respondent must request Link to prepare a Registered
      Transactions Schedule, and provide Link with a copy of the Opt-out Schedule.




 005051903                                                                            Deed of settlement   page 12
                                                                                              Schedule 1



4.    Any Group Members who wish to participate in the Settlement Scheme must submit to Slater
      & Gordon by the Class Closure Date a Proof of Claim containing the following information:
      (i)           Name of legal entity which purchased Eligible Shares;
      (ii)          HIN or SRN;
      (iii)         Number of Eligible Shares purchased and the date of buy-contract;
      (iv)          Address of legal entity which purchased Eligible Shares;
      (v)           Name, business hours phone number, email address and postal address (if different
                    from legal entity address) of contact for the Eligible Claimant;
      (vi)          Bank details to permit electronic funds transfer of Individual Proportion (including
                    account name, BSB and account numbers); and
      (vii)         Confirmation and acceptance of each sub-paragraph of the Terms of Participation.
      The Proof of Claim is to be available electronically on the website
      www.slatergordon.com.au/pages/telstrasettlement.aspx or in hard copy from Slater &
      Gordon by request.
5.    Within 7 days after the Class Closure Date, Slater & Gordon must provide to Link and to the
      Respondent (in electronic form to be agreed with Link) a Proof of Claim Schedule and
      request Link to:
      a)      create the Opt-out Claimants Schedule;
      b)      reconcile the Registered Transactions Schedule with the Proof of Claim Schedule
              (excluding persons listed on the Opt-out Claimants Schedule) to create:
              i)        the Confirmed Transactions Schedule; and
              ii)       the Unrecorded Transactions Schedule; and
      c)      provide the Opt-out Claimant Schedule, Confirmed Transactions Schedule and
              Unrecorded Transactions Schedule to Slater & Gordon and the Respondent within a
              further 14 days.
6.    Within 14 days after receiving the Unrecorded Transactions Schedule, Slater & Gordon must
      request any person listed on it to provide documentary support for all Unrecorded
      Transactions supported by a statutory declaration incorporating each sub-paragraph of the
      Terms of Participation from a person with authority to make the declaration on behalf of the
      claimant (to be provided to Slater & Gordon within a further 21 days).
7.    Within 21 days after the deadline for the provision of documentary support for Unrecorded
      Transactions, Slater & Gordon must:
      a)      determine which (if any) of the Unrecorded Transactions are Approved Unrecorded
              Transactions; and
      b)      add Approved Unrecorded Transactions to the Confirmed Transactions Schedule.
8.    Within 7 days after completing the Confirmed Transactions Schedule, Slater & Gordon must
      send a letter to each Ineligible Claimant advising that their claim is ineligible.
9.    No less than 7 days (and within 21 days) after providing notification to Ineligible Claimants,
      Slater & Gordon must calculate the Individual Proportion of each Participating Claimant by
      applying the Individual Proportion Formula to the Confirmed Transactions Schedule to create
      a Participating Claimants Schedule, and provide a copy of that Schedule to Link and the
      Respondent.


Payment of Individual Proportions
10. No less than 7 days (and within 21 days) after providing the Participating Claimants
    Schedule to Link and the Respondent, Slater & Gordon must:
      (i)           Pay Link any outstanding amount required to be paid pursuant to paragraph 2;




 005051903                                                                               Deed of settlement   page 13
                                                                                           Schedule 1



        (ii)    Determine the total amount of the Settlement Fund;
        (iii)   Return to the Respondent the amount in the Settlement Fund, if any, not required to
                be distributed as Individual Proportions; and
        (iv)    Transfer the balance of the Settlement Fund to a bank account nominated by Link
                and authorise Link to distribute the Individual Proportions to Participating Claimants
                by electronic funds transfer (EFT) out of that account.


11.     The Settlement Fund is to be distributed to Participating Claimants in accordance with the
        Individual Proportion Formula, which follows:


                                   No. of Participating Claimant‟s Eligible Shares
      Individual Proportion =             Total no. of Eligible Shares submitted          X    Settlement Fund
                                              by all Participating Claimants


                                  up to a maximum of $0.05 per Eligible Share.

Worked Examples – Andrew Taylor
Andrew Taylor purchased 36,500 Eligible Shares. Assuming the Settlement Fund is $3,700,000:
Variation 1:
Assuming the total number of Eligible Shares purchased by all Participating Claimants is
370,000,000, then Andrew Taylor’s Individual Proportion is calculated as follows:
36,500 / 370,000,000 x $3,700,000 = $365.00 (being less than $0.05 per Eligible Share)
Therefore, Andrew Taylor’s Individual Proportion = $365.00.
Variation 2:
Assuming the total number of Eligible Shares purchased by all Participating Claimants is
50,000,000, then Andrew Taylor’s Individual Proportion is calculated as follows:
36,500 / 50,000,000 x $3,700,000 = $2,701.00 (being more than $0.05 per Eligible Share)
36,500 x $0.05 = $1,825.00.
Therefore, Andrew Taylor’s Individual Proportion = $1,825.00.


Miscellaneous
12. In the event a payment cannot be made to a Participating Claimant by electronic funds
     transfer, a Participating Claimant may request a cheque from Slater & Gordon, at the
     Participating Claimant‟s own cost. Slater & Gordon must arrange for a cheque (in the amount
     of that Participating Claimant‟s Individual Proportion less the cost of the cheque and
     postage) to be sent to any Participating Claimant who requests one.
13.     If, 60 days after the date for determining the total amount of the Settlement Fund pursuant to
        paragraph 10, there are any remaining monies not paid out in accordance with paragraphs
        10 or 12 (including interest), those remaining monies must be returned by Link to Slater &
        Gordon which in turn must immediately return those monies to the Respondent.
14.     At any time Slater & Gordon may approach the Court, after giving at least 7 days notice to
        the Respondent, to seek an extension of time from the Court to complete any of the steps
        provided for in the Settlement Scheme.
15.     Nothing in this Settlement Scheme imposes any obligation on the Respondent to review,
        validate or verify:




 005051903                                                                            Deed of settlement   page 14
                                                                                           Schedule 1



      (i)     the adequacy of the Proof of Claim Schedule, the Registered Transactions
              Schedule, the Opt-out Claimants Schedule, the Confirmed Transactions Schedule,
              the Unrecorded Transactions Schedule, or the Participating Claimants Schedule;
      (ii)    the determination of Eligible Claimants or Ineligible Claimants;
      (iii)   whether Unrecorded Transactions should be Approved Unrecorded Transactions;
      (iv)    the calculation of Individual Proportions to be paid to Participating Claimants;
      (v)     the discharge of any other responsibility allocated to Slater & Gordon, or the
              performance of any task carried out by Slater & Gordon, under this Settlement
              Scheme; or
      (vi)    the performance of any task carried out by Link under this Settlement Scheme,
      or to otherwise deal with the determination of Proofs of Claim.
16.   The webpage www.slatergordon.com.au/pages/telstrasettlement.aspx is only to comprise
      the Deed of Settlement, the Settlement Scheme, the Proof of Claim form and orders made
      by the Court or other notices approved by either the Respondent or the Court in this
      Proceeding.




 005051903                                                                            Deed of settlement   page 15
                                                                            Schedule 2

       First Orders

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
                                                                            No. NSD 89 of 2006
BETWEEN
                                   ANDREW TAYLOR
                                                                                        Applicant
                                            and
                TELSTRA CORPORATION LIMITED (ACN 051 775 556)
                                                                                     Respondent


       THE COURT NOTES THAT:
       A.   The Applicant and the Respondent have agreed to settle the claims made herein
            on the terms set out in the Deed of Settlement, a copy of which is Annexure „A‟ to
            these Orders (the Deed of Settlement).


       THE COURT ORDERS BY CONSENT THAT:
       1      The Applicant‟s solicitors will cause a notice in the form of Annexure „B‟ to these
              Orders (the Notice) to be sent by email or by pre-paid post to the last known
              address of each person who has retained the Applicant‟s solicitors in the
              Proceeding by no later than [insert date].
       2      The Applicant‟s solicitors will cause the Notice to be published in the legal
              notices section or the equivalent of:
              (a)       The Australian Financial Review;
              (b)       The Australian;
              (c)       The Sydney Morning Herald;
              (d)       The Age;
              (e)       The Courier Mail;
              (f)       The Advertiser;
              (g)       The Hobart Mercury;
              (h)       The West Australian;
              (i)       The Northern Territory News; and
              (j)       The Canberra Times
              by no later than [4 business days after the First Orders are made].
       3      The cost of complying with Orders 1 and 2 be paid by the Applicant and then be
              part of his costs in the cause.
       4      Any group member who wishes to object to the Court‟s approval of the Deed of
              Settlement or otherwise to the disposal of the Proceeding must do so by filing a




                                                                                 Deed of settlement   page 16
                                                                   Schedule 2    First Orders



         notice with the Registry that is in the form of the Schedule to Annexure „B‟ to
         these Orders by [insert date 10 days before the approval hearing].
5        Save for any group member who has filed a notice in accordance with Order 4,
         no other group member is entitled to object to the Court‟s approval of the Deed
         of Settlement or otherwise to the disposal of the Proceeding.
6        The Applicant‟s solicitors and the Respondent‟s solicitors have leave to inspect
         the court file and to copy any notices of objection filed by group members
         objecting to the settlement.
7        The hearing of the application to approve the Deed of Settlement be adjourned
         to [28 days after the date of this Order].
8        Costs of the application and the day be reserved.


Dated:      November 2007




                                                                            Deed of settlement   page 17
                     Schedule 2   First Orders



   ANNEXURE A


DEED OF SETTLEMENT




                             Deed of settlement   page 18
                                                                  Schedule 2    First Orders




                                    ANNEXURE B


                                  ADVERTISEMENT


         NOTICE APPROVED BY THE FEDERAL COURT OF AUSTRALIA
    SHAREHOLDER CLASS ACTION AGAINST TELSTRA CORPORATION LIMITED
                           NOTICE TO GROUP MEMBERS


1       On 20 January 2006, a representative proceeding (the Proceeding) was
        commenced in the Federal Court of Australia against Telstra Corporation
        Limited (Telstra) by Mr Andrew Taylor (the Applicant).
2       The Applicant claims damages for himself and on behalf of group members, for
        loss allegedly arising from the purchase of shares in Telstra in the period
        commencing 11 August 2005 and finishing on 6 September 2005. (The T3
        public offer took place after this period.) The Applicant alleges that Telstra
        breached the Australian Securities Exchange (ASX) Listing Rules and the
        Corporations Act 2001 (Cth) by failing to immediately disclose to the ASX
        information that a reasonable person would expect to have a material effect on
        the price or value of Telstra‟s shares. Telstra rejects the allegations.
3       You are a group member in the Proceeding if all of the following apply to you:
        a)   You purchased shares in Telstra between (and including) 11 August 2005
             and 6 September 2005.
        b)   At the time you purchased your shares, you believed that the price you
             paid for your shares was not falsely inflated by reason of any non-
             disclosure to the market by Telstra of material information.
        c)   You did not on or before 6 September 2005 resell those shares at a price
             equal to or greater than the price for which you purchased them.
        d)   You thereby suffered loss.
        e)   You did not opt out of the Proceeding by Friday 4 May 2007, being the
             date fixed by the Court before which a group member was required to opt
             out of the Proceeding.
PROPOSED SETTLEMENT OF THE CLASS ACTION
4       The Applicant has reached an agreement with Telstra to settle the Proceeding
        on the basis that Telstra pays up to $5 million and the Proceeding is dismissed.
        The settlement requires the approval of the Federal Court before it takes effect.
5       If the settlement is approved by the Federal Court, it will be binding on all group
        members in the Proceeding. In that event, a settlement scheme to distribute the
        money paid by Telstra will be administered by the Applicant‟s solicitors, Slater &
        Gordon. Not all group members will be entitled to receive money as part of the
        settlement scheme. Under the scheme:
        a)   group members who purchased Telstra shares on-market on any day
             between (and including) 12 August 2005 and 2 September 2005 (the
             Period) which they did not sell before 6 September 2005 (Eligible
             Claimants) may submit a proof of claim in relation to those share
             purchases following approval of the settlement by the Federal Court;
        b)   other group members will be ineligible to submit a proof of claim;




                                                                           Deed of settlement   page 19
                                                                 Schedule 2    First Orders



      c)   the amount available for distribution to Eligible Claimants after payment to
           Slater & Gordon of $1.25 million in respect of the Applicant‟s costs, will be
           $3.75 million, less certain administrative costs;
      d)   the amount payable to Eligible Claimants will be calculated according to a
           formula set out in the settlement scheme. More than 500 million Telstra
           shares were purchased on-market in the Period. If all persons who
           purchased shares in Telstra in the Period participate in the settlement
           scheme then the payment to each will be less than 1 cent per share
           purchased in the Period. If fewer Eligible Claimants participate in the
           settlement scheme then the payment will be higher, up to a maximum of 5
           cents per share purchased in the Period; and
      e)   if any portion of the amount available for distribution to Eligible Claimants
           remains after payments are made then this is to be remitted to Telstra.
6     The full terms of the settlement, including the settlement scheme, can be
      reviewed on the Federal Court website
      (www.fedcourt.gov.au/shareholder/telstra.html), or on Slater & Gordon‟s website
      (www.slatergordon.com.au/pages/telstrasettlement.aspx).
COURT APPROVAL
7     The Applicant will seek the Court‟s approval of the settlement, including the total
      settlement sum, the payment to Slater & Gordon (for the Applicant‟s costs), the
      distribution of the remainder among Group Members, and each aspect of the
      proposed settlement scheme, at a hearing at the Federal Court in Sydney on
      [insert date]. If the Court approves the settlement, then the settlement will be
      binding on every group member.
WHAT YOU MUST DO
8     If you are a group member and you are in favour of the settlement, then there is
      nothing you need do at this time. If the settlement is approved and you are an
      Eligible Claimant, you may submit a proof of claim at that stage. A further notice
      will be published in this section of this newspaper after [insert date of
      Approval hearing] and before [insert date], and it will tell you what you need
      to do then. If the settlement is not approved, the Proceeding will continue in the
      Federal Court.
9     If you are a group member and you wish to object to the settlement or the
      settlement scheme, then you must send a written notice to the Federal Court.
      You should use the form set out in the Schedule below. It must have the
      heading shown. It must be received by the Court before [insert date 10 days
      before Approval hearing]. If you send a notice objecting to the settlement you
      may appear in person, or engage a lawyer, to explain your objection to the
      Federal Court on [insert date of Approval hearing].
10    If you have any questions, please contact Slater & Gordon on 1800 555 777 or
      telstrasettlementinfo@slatergordon.com.au, or seek your own legal advice. If
      any group member wishes to engage separate solicitors then that person will
      need to make a separate costs agreement with those solicitors.




                                                                          Deed of settlement   page 20
                                                                   Schedule 2    First Orders



                                         Schedule
              Notice in relation to Proposed Settlement of the Proceeding
                     (Filed in the New South Wales District Registry)
                      Andrew Taylor v Telstra Corporation Limited
                                   No. NSD 89 of 2006




To:        The Registrar
           Federal Court of Australia (New South Wales District Registry)
           Level 16, Law Courts Building
           Queens Square
           Sydney NSW 2000


I, ___________________________________________,
a group member in the above proceeding, give notice that I object to the proposed
settlement of the representative proceeding on the terms proposed because [SET OUT
IN THE SPACE BELOW THE REASONS WHY YOU OBJECT TO THE PROPOSED
SETTLEMENT]:




Signed:              _________________________________________


Name:                _________________________________________


Name of entity
owning the shares:   _________________________________________


HIN/SRN:             _________________________________________


Address:             _________________________________________


Phone number:        _________________________________________


Email address
(if available):      _________________________________________


Date:                _________________________________________




                                                                            Deed of settlement   page 21
                                                                            Schedule 3

       Approval Order

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
                                                                            No. NSD 89 of 2006
BETWEEN
                                   ANDREW TAYLOR
                                                                                        Applicant
                                            and
                TELSTRA CORPORATION LIMITED (ACN 051 775 556)
                                                                                     Respondent


       THE COURT ORDERS BY CONSENT THAT:
       1      Pursuant to s 33V of the Federal Court of Australia Act 1976 (Cth), the Court
              hereby approves the settlement of this Proceeding in accordance with the terms
              of the Deed of Settlement, a copy of which is Annexure „A‟ to these Orders (the
              Deed of Settlement).
       2      The Applicant‟s solicitors will cause a notice in the form of Annexure „B‟ to these
              Orders (the Notice) to be sent by email or by pre-paid post to the last known
              address of each person who has retained the Applicant‟s solicitors in the
              Proceeding by no later than [insert date].
       3      The Applicant‟s solicitors will cause the Notice to be published in the legal
              notices section or the equivalent of:
              (a)       The Australian Financial Review;
              (b)       The Australian;
              (c)       The Sydney Morning Herald;
              (d)       The Age;
              (e)       The Courier Mail;
              (f)       The Advertiser;
              (g)       The Hobart Mercury;
              (h)       The West Australian;
              (i)       The Northern Territory News; and
              (j)       The Canberra Times
              by no later than [insert date].
       4      The cost of complying with Orders 2 and 3 be paid by the Applicant and then be
              part of his costs in the cause.
       5      All costs orders made to date in the Proceeding are hereby vacated.
       6      There will be no order as to the costs of the Proceeding.




                                                                                 Deed of settlement   page 22
                                                               Schedule 3    Approval Order



7        Pursuant to s 33ZF of the Act or otherwise, the Court authorises the Applicant
         nunc pro tunc on behalf of the group members described in Order 8 to enter into
         and to give effect to the Deed of Settlement and the transactions thereby
         contemplated for and on behalf of those group members.
8        Pursuant to s 33ZB(a) of the Act, the Court declares that the persons affected
         and bound by these orders are the Applicant, the Respondent, and the group
         members who are defined in the Second Further Amended Statement of Claim
         filed on 3 November 2006 as follows:
                persons who purchased shares in the Respondent between 11 August
                and 6 September 2005 (inclusive), and who:
                (a)   did so in the belief that the price at which they were purchasing the
                      shares was not falsely inflated by reason of any non-disclosure by
                      the Respondent to the market of material information;
                (b)   did not, on or before 6 September 2005, resell those shares at a
                      price equal to or greater than that for which they had purchased
                      them; and
                (c)   thereby suffered loss,
          save for those group members who have opted out of the representative
          proceeding pursuant to notices filed with the Court pursuant to s 33J of the
          Act.
9        The Second Further Amended Application filed on 3 November 2006 be
         dismissed and judgment entered for the Respondent.


Dated:     December 2007




                                                                            Deed of settlement   page 23
                     Schedule 3    Approval Order



   ANNEXURE A


DEED OF SETTLEMENT




                                  Deed of settlement   page 24
                                                              Schedule 3    Approval Order




                                     ANNEXURE B


                                   ADVERTISEMENT


         NOTICE APPROVED BY THE FEDERAL COURT OF AUSTRALIA
    SHAREHOLDER CLASS ACTION AGAINST TELSTRA CORPORATION LIMITED
                  NOTICE TO GROUP MEMBERS OF SETTLEMENT


1       On 20 January 2006, a representative proceeding (the Proceeding) was
        commenced in the Federal Court of Australia against Telstra Corporation
        Limited (Telstra) by Mr Andrew Taylor (the Applicant).
2       The Applicant claims damages for himself and on behalf of group members, for
        loss allegedly arising from the purchase of shares in Telstra in the period
        commencing 11 August 2005 and finishing on 6 September 2005. (The T3
        public offer took place after this period.) The Applicant alleges that Telstra
        breached the Australian Securities Exchange (ASX) Listing Rules and the
        Corporations Act 2001 (Cth) by failing to immediately disclose to the ASX
        information that a reasonable person would expect to have a material effect on
        the price or value of Telstra‟s shares. Telstra rejects the allegations.
3       You are a group member in the Proceeding if all of the following apply to you:
        a)     You purchased shares in Telstra between (and including) 11 August 2005
               and 6 September 2005.
        b)     At the time you purchased your shares, you believed that the price you
               paid for your shares was not falsely inflated by reason of any non-
               disclosure to the market by Telstra of material information.
        c)     You did not on or before 6 September 2005 resell those shares at a price
               equal to or greater than the price for which you purchased them.
        d)     You thereby suffered loss.
        e)     You did not opt out of the Proceeding by Friday 4 May 2007, being the
               date fixed by the Court before which a group member was required to opt
               out of the Proceeding.
              COURT APPROVED SETTLEMENT OF THE CLASS ACTION
4       On [ December 2007] the Federal Court of Australia approved the settlement
        of the Proceeding. Under the settlement, Telstra is to pay up to $5 million and
        the Proceeding has been dismissed. The settlement is binding on all group
        members.
5       You are an Eligible Claimant and entitled to a distribution under the settlement
        scheme approved by the Court if all of the following apply to you:
        (a)      You are a group member in the Proceeding; and
        (b)      You purchased Telstra shares on-market on any day between (and
                 including) 12 August 2005 and 2 September 2005 (the Period) and you
                 did not sell those shares before 6 September 2005 (Eligible Shares).
6       The amount available for distribution to Eligible Claimants after payment to
        Slater & Gordon of $1.25 million in respect of the Applicant‟s costs of the




                                                                           Deed of settlement   page 25
                                                                      Schedule 3    Approval Order



               Proceeding will be $3.75 million, less certain administrative costs (Settlement
               Fund).
      7        The amount payable to each participating Eligible Claimant will be calculated on
               the basis of the following formula.

                                    No. of Eligible Claimant‟s Eligible Shares
       Individual payment =           Total no. of Eligible Shares submitted           X    Settlement Fund
                                             by all Eligible Claimants

                               up to a maximum of $0.05 per Eligible Share

               The amount payable to each participating Eligible Claimant will depend on the
               number of shareholders who submit eligible claims. More than 500 million
               Telstra shares were purchased on-market in the Period. If all persons who
               purchased shares in Telstra in the Period participate in the settlement scheme
               then the payment to each will be less than 1 cent per share purchased in the
               Period. If fewer Eligible Claimants participate in the settlement scheme then the
               payment will be higher, up to a maximum of 5 cents per share purchased in the
               Period.
HOW TO MAKE A CLAIM
      8        The settlement scheme is being administered by Slater & Gordon lawyers. If
               you are an Eligible Claimant and wish to make a claim, you will need to
               complete the following steps.
               (i)      Go to the website
                        www.slatergordon.com.au/pages/telstrasettlement.aspx; and
               (ii)     Complete the Proof of Claim form located on the website, by entering
                        your details.
      9        The Proof of Claim must be completed by no later than [insert date] (“Closing
               Date”). If you do not submit your claim by the Closing Date you will not be
               entitled to participate.
      10       Claims will be processed after verification against Telstra‟s share register. You
               will be advised if you have submitted an ineligible claim or if further supporting
               documents are required.
      11       If you have submitted a valid claim it is anticipated that payment will be made
               approximately 4 months after the Closing Date.
      12       If you have any questions, or if you cannot access a Proof of Claim form on the
               internet and would like a copy sent to you, please contact Slater & Gordon on
               1800 555 777 or telstrasettlementinfo@slatergordon.com.au, or seek your own
               legal advice.




                                                                                   Deed of settlement   page 26
                                                                  Schedule 4

Notice details

Clause 15
                 Andrew Peter Julian Taylor

Address          C-/ Slater & Gordon, Level 9, 533 Little Lonsdale Street, Melbourne,
                 Victoria 3000

Attention        Mr Ken Fowlie

Phone            02 8267 0600

Fax              02 8267 0650



                 Slater and Gordon Limited

Address          Level 9, 533 Little Lonsdale Street, Melbourne, Victoria 3000

Attention        Mr Ken Fowlie

Phone            02 8267 0600

Fax              02 8267 0650



                 Telstra Corporation Limited

Address          C-/ Freehills, Level 43, 101 Collins Street, Melbourne, Victoria 3000

Attention        Mr Damian Grave / Mr Malcolm Cooke

Phone            03 9288 1725 / 03 9288 1273

Fax              03 9288 1567




                                                                        Deed of settlement   page 27
                                               Signing page

              Executed as a deed




              Signed sealed and delivered by
              Andrew Peter Julian Taylor



sign here ►



print name



              in the presence of


sign here ►
              Witness

print name




              Signed sealed and delivered by
              Slater & Gordon Limited
              by


sign here ►
              Company Secretary/Director

print name



sign here ►
              Director

print name




                                                   Deed of settlement   page 28
              Signed sealed and delivered for
              Telstra Corporation Limited
              by its attorney


sign here ►
              Attorney

print name



              in the presence of


sign here ►
              Witness

print name




                                                Deed of settlement   page 29

								
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