Commonwealth: Telstra Corporation Act 1991 (Cth)

Telstra Corporation Act 1991 No. 79, 1991 Compilation No. 37 Compilation date: 14 October 2024 Includes amendments: Act No. 38, 2024 About this compilation This compilation This is a compilation of the Telstra Corporation Act 1991 that shows the text of the law as amended and in force on 14 October 2024 (the compilation date). The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law. Uncommenced amendments The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law. Application, saving and transitional provisions for provisions and amendments If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes. Editorial changes For more information about any editorial changes made in this compilation, see the endnotes. Modifications If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law. Self‑repealing provisions If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes. Contents Part 1—Preliminary 1 Short title 2 Commencement 3 Interpretation 3A Merging entities; merged entity; merger day 3B Telstra body 4 Operating under a name 5 Subsidiaries 6 Extension of Act to external Territories 6A Application of the Criminal Code 7 Act binds the Crown Part 2—Commonwealth ownership of Telstra Division 1—Simplified outline 8AA Simplified outline Division 4—Provisions relating to the sale by the Commonwealth of its shares in Telstra 8AJ Telstra sale scheme 8AJA Sale‑scheme hybrid securities 8AK Exemption from stamp duty—transfer by the Commonwealth of its shares in Telstra etc. 8AKA Authorisation of borrowing—issue of sale‑scheme hybrid securities 8AQ Assistance given by Telstra or the Board in connection with a Telstra sale scheme 8AR Giving of assistance—ancillary provisions 8AT Commonwealth to be bound by Chapters 6CA, 6D and 7 of the Corporations Act 8AU Alterations of Telstra's constitution before the minority‑interest sale time 8AUA Alteration of Telstra's constitution after the minority‑interest sale time 8AV Reduction of Telstra's share capital Division 5—Miscellaneous 8AW Use by the Commonwealth of information obtained from Telstra or the Board 8AX Agreements relating to the protection of information obtained from Telstra or the Board 8AY Telstra's obligations to disclose information 8AYB Telstra to give information to the Minister about the level of non‑Commonwealth ownership of shares in Telstra 8AYC Application of the Ombudsman Act 1976 to Telstra 8AYD Controlling interest in Telstra 8AZ Rights of Telstra's shareholders, debenture holders and creditors to be subject to this Act 8BA Compensation—constitutional safety net 8BB Delegation 8BC Provision to attract the corporations power and the communications power Part 2A—Restrictions on ownership of Telstra successor companies Division 1—Simplified outline 8BD Simplified outline Division 2—Definitions in Schedule 8BE Definitions in Schedule Division 3—Extra‑territorial operation 8BF Extra‑territorial operation Division 4—Limit on foreign ownership 8BG Meaning of unacceptable foreign‑ownership situation 8BH Acquisitions of shares 8BI Compliance by Telstra successor companies 8BJ Remedial orders Division 6—Anti‑avoidance 8BM Anti‑avoidance Division 7—Record‑keeping and giving of information 8BN Record‑keeping and giving of information 8BO Incorrect records Division 8—Head office, base of operations and place of incorporation of a Telstra successor company 8BQ Head office to be in Australia 8BR Base of operations to be in Australia 8BS Telstra successor companies to remain incorporated in Australia Division 9—Citizenship of Chairperson and directors of Telstra successor companies 8BT Chairperson must be an Australian citizen 8BU Majority of directors must be Australian citizens 8BUA At least 2 directors must have knowledge of, or experience in, the communications needs of regional, rural or remote areas Division 10—Miscellaneous 8BW Concurrent operation of State/Territory laws 8BX Validity of acts done in contravention of this Part 8BY Winding‑up of Telstra successor companies not prevented by this Act 8BZ Acquisition of property 8CA Review of decisions by Administrative Review Tribunal 8CB Delegation 8CC Provision to attract the corporations power and the communications power Part 2AA—Anti‑avoidance 8CCA Anti‑avoidance Part 2B—Remedial provisions Division 1—Injunctions 8CD Injunctions 8CE Interim injunctions 8CF Discharge etc. of injunctions 8CG Certain limits on granting injunctions not to apply 8CH Other powers of the court unaffected Division 2—Prosecutions 8CI Prosecutions of corporations 8CJ Prosecutions of persons other than corporations 8CK Service of summons or process on foreign corporations—criminal proceedings 8CL Indictable offences Part 2C—Re‑affirmation of the universal service obligation and the customer service guarantee 8CM Re‑affirmation of universal service obligation 8CN Re‑affirmation of the customer service guarantee Part 3A—Transitional provisions relating to the sale by the Commonwealth of its remaining equity interest in Telstra Division 1—Long service leave 9A Interpretation 9B Long service leave for employees with less than 10 years service 9C Payments in lieu of long service leave for employees with less than 10 years service 9D Payments on the death of an employee 9E Employee's long service leave credit for the purposes of sections 9B and 9C 9F Division not to affect an employee's post‑sale long service leave rights 9G Saving—Long Service Leave Act Division 2—Operation of the Safety, Rehabilitation and Compensation Act 1988 9H Operation of section 128A of the SRC Act Division 3—Retirement benefits 9J Deferred benefits under the Defence Force Retirement and Death Benefits Act 1973 9K Period of eligible employment for the purposes of Division 3 of Part IX of the Defence Force Retirement and Death Benefits Act 1973 9L Application of the Superannuation Act 1976 Division 4—Other transitional and saving provisions 9M Telstra employees not on maternity leave immediately before the designated day 9N Telstra employees on maternity leave on the designated day 9P Saving—Crimes (Superannuation Benefits) Act 1989 9Q Saving—Director of Public Prosecutions Act 1983 9R Refund of part of fee paid under section 104A of the SRC Act Part 4—Telstra to be successor of Telecom and OTC 10 Extra‑territorial operation of Part 11 Vesting of property, rights and liabilities 12 Determination of Telstra's initial capital 13 Merger fee not to be charged Part 5—Use of certain names 14 Protected body may operate under protected business name 15 Other persons not to use protected names 16 Exceptions for pre‑existing rights 17 Use of other names by protected bodies 18 Effect on State and Territory laws Part 7—Application of laws to Telstra Division 1—General 26 Telstra not public authority etc. 27 Exemption from taxes and charges 28 Merged entity taken to be the same body, for tax purposes, as merging entities Division 2—Application of Commonwealth laws 29 General application of Commonwealth laws 30 Lands Acquisition Act 31 Public Works Committee Act 32 Corporations Act Division 3—Application of State and Territory Laws 33 Laws relating to buildings, structures and facilities 34 Environment protection laws Part 8—Miscellaneous 35 Certain instruments to continue in force 36 Audit 37 Pending proceedings 38 Registration of interests in land 39 Transfer to Telstra of employees of former corporation 40 Judicial notice of seals 41 Compensation for acquisition of property 42 Regulations Schedule—Ownership definitions 1 Object 2 Definitions 3 When foreign citizens are ordinarily resident in Australia 4 Entering into an agreement or arrangement 5 Associates 6 Power to appoint director 7 Meaning of entitled to acquire 8 Meaning of interest in a share 9 Certain interests in shares to be disregarded 10 Voting power 11 Stake in a company 12 Direct control interests in a company 13 Substantial interests in trust estates Endnotes Endnote 1—About the endnotes Endnote 2—Abbreviation key Endnote 3—Legislation history Endnote 4—Amendment history An Act relating to Telstra Corporation Limited, and for other purposes Part 1—Preliminary 1 Short title This Act may be cited as the Telstra Corporation Act 1991. 2 Commencement (1) Subject to this section, this Act commences on a day to be fixed by Proclamation. (2) Part 1 commences on the day on which this Act receives the Royal Assent. 3 Interpretation In this Act, unless the contrary intention appears: ACMA means the Australian Communications and Media Authority. acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution. authorised person means: (a) the Minister; or (b) a person who: (i) is authorised by the Minister, in writing, for the purposes of the provision in which the expression is used; and (ii) when the authorisation was given, was, in the Minister's opinion, suitably qualified, because of the person's abilities and experience, to perform the functions of an authorised person within the meaning of that provision. Board means the board of directors of Telstra. category A hybrid‑security issuer company means a hybrid‑security issuer company other than a category B hybrid‑security issuer company. category B hybrid‑security issuer company has the meaning given by subsection 8AJ(6B). constitution, in relation to Telstra, has the same meaning as in the Corporations Act 2001. designated day means 24 November 2006. employee includes apprentice. entity means: (a) Telecom; or (b) OTC; or (c) a group company. exempt matter means: (a) the operation of Part 4; or (b) giving effect to Part 4; or (c) making arrangements to achieve, in relation to a set of merging entities (other than Telecom and OTC) and the merged entity in relation to that set, a result that, for commercial purposes, is to a substantial degree similar or analogous to a result achieved, in relation to Telecom, OTC and Telstra, by: (i) the operation of Part 4; or (ii) giving effect to Part 4; for example (but without limitation), arrangements for: (iii) some or all property or rights of the merging entities to become property or rights of the merged entity; or (iv) the merged entity to otherwise get the benefit of some or all property or rights of the merging entities; or (v) some or all liabilities of the merging entities to become liabilities of the merged entity; or (vi) the merged entity to otherwise become responsible for some or all liabilities of the merging entities; or (vii) the merged entity to become the successor in law, or the commercial successor, of the merging entities. Federal Court means the Federal Court of Australia. Finance Department means the Department administered by the Minister for Finance. former telecommunications corporation or former corporation means OTC or Telecom. Future Fund means the Future Fund established by a law of the Commonwealth. group company means: (a) Telstra; or (b) a wholly‑owned subsidiary of Telstra. hybrid‑security issuer company has the meaning given by section 8AJ. instrument includes a document and an oral agreement. interest, in relation to land, means: (a) a legal or equitable estate or interest in the land; or (b) a right, power or privilege over, or in relation to, the land. just terms has the same meaning as in paragraph 51(xxxi) of the Constitution. liabilities means all liabilities, duties and obligations, whether actual, contingent or prospective, and wherever arising. Long Service Leave Act means the Long Service Leave (Commonwealth Employees) Act 1976 as in force immediately before the LSL changeover day. LSL changeover day means the day item 4 of Schedule 1A to the Long Service Leave (Commonwealth Employees) Regulations 1957 is repealed or otherwise ceases to have effect. Maternity Leave Act means the Maternity Leave (Commonwealth Employees) Act 1973 as in force immediately before the designated day. merged entity, in relation to a set of merging entities, has the meaning given by section 3A. merger day, in relation to a set of merging entities and the merged entity in relation to that set, has the meaning given by section 3A. merging entities has the meaning given by section 3A. Minister for Finance means the Minister administering the Public Governance, Performance and Accountability Act 2013. minority‑interest sale time means the first time after the commencement of Part 2A when a person other than the Commonwealth becomes the legal owner of any of the voting shares in Telstra. OTC means OTC Limited. property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description. protected body means a group company that is a trading corporation, or a financial corporation, within the meaning of paragraph 51(xx) of the Constitution. protected business name means any of the following names: (a) "AOTC"; (b) "OTC"; (c) "OTC Australia"; (d) "OTC International"; (e) "OTCI"; (f) "Australian and Overseas Telecommunications"; (g) "Overseas Telecommunications"; (h) "Australian and Overseas Telecommunications Corporation"; (i) "Overseas Telecommunications Corporation". protected company name means any of the following names: (a) "Australian and Overseas Telecommunications Corporation Limited"; (b) "AOTC Limited"; (c) "Overseas Telecommunications Corporation Limited"; (d) "OTC Limited"; (e) "OTC International Limited". protected name means a protected business name or a protected company name. protection time, in relation to a protected name, means the time immediately before: (a) in the case of "AOTC", "Australian and Overseas Telecommunications", "Australian and Overseas Telecommunications Corporation", "Australian and Overseas Telecommunications Corporation Limited" and "AOTC Limited"—the succession day; or (b) in the case of "OTC" and "OTC Australia"—5 February 1979; or (c) in the case of "OTC International", "OTCI" and "OTC International Limited"—10 December 1987; or (d) in any other case—1 April 1989. rights (except in Parts 2, 2A and 2B and the Schedule) means all rights, powers, privileges and immunities, whether actual, contingent or prospective, whether statutory or otherwise, and wherever arising. sale‑scheme hybrid security has the meaning given by section 8AJA. sale‑scheme trust deed has the meaning given by section 8AJ. sale‑scheme trustee has the meaning given by section 8AJ. SRC Act means the Safety, Rehabilitation and Compensation Act 1988. subsidiary has the meaning given by section 5. succession day means the day fixed under subsection 2(1). tax includes: (a) sales tax; and (b) fees payable under the Corporations (Fees) Regulations; and (c) stamp duty; and (d) any other tax, fee, duty, levy or charge; but, except for the purposes of section 28, does not include income tax imposed as such by a law of the Commonwealth. Telecom means the Australian Telecommunications Corporation referred to in the Australian Telecommunications Corporation Act 1989. Telstra means the company that: (a) was incorporated under the Corporations Law of the Australian Capital Territory by the name Australian and Overseas Telecommunications Corporation Limited; and (b) changed its name under the Corporations Law of the Australian Capital Territory to Telstra Corporation Limited on 13 April 1993; as the company exists from time to time (even if its name is later changed). Telstra body: (a) in Divisions 1, 2 and 3 of Part 3A—has the meaning given by subsection 3B(1); and (b) in the remaining provisions of this Act—has the meaning given by subsection 3B(2). Telstra sale scheme has the meaning given by section 8AJ. Telstra subsidiary means a body corporate that is a subsidiary of Telstra. Telstra successor company: see section 581F of the Telecommunications Act 1997. transferred employee means a person who, under section 39, is taken to have been engaged as an employee by Telstra. transitional protection period means the period of 3 months commencing on the succession day. unacceptable foreign‑ownership situation has the meaning given by section 8BG. voting shares has the same meaning as in the Corporations Act 2001. wholly‑owned subsidiary, in relation to a body corporate (in this definition called the holding body), means a body corporate: (a) that is a subsidiary of the holding body; and (b) none of whose members is a person other than: (i) the holding body; or (ii) a body corporate that is, under any other application or applications of this definition, a wholly‑owned subsidiary of the holding body; or (iii) a nominee of the holding body or of a body of a kind referred to in subparagraph (ii); and (c) no share in which is beneficially owned by a person other than: (i) the holding body; or (ii) a body of a kind referred to in subparagraph (b)(ii). Note: The Schedule sets out definitions of expressions used in Part 2A (which deals with ownership restrictions). 3A Merging entities; merged entity; merger day (1) For the purposes of this Act: (a) Telecom and OTC are a set of merging entities; and (b) Telstra is the merged entity in relation to that set; and (c) the succession day is the merger day in relation to that set and that merged entity. (2) Subject to subsection (3), the regulations may declare that, for the purposes of this Act: (a) 2 or more specified entities are a set of merging entities; and (b) a specified entity (being one of those entities or a different entity) is the merged entity in relation to that set; and (c) a specified day that is: (i) on or after the day on which the regulation making the declaration takes effect; and (ii) after the succession day, but not more than 12 months after that day; is the merger day in relation to that set and that merged entity. (3) A set of merging entities that is specified in a declaration under subsection (2) must: (a) consist of: (i) at least one entity that, immediately before the succession day, was a wholly‑owned subsidiary of Telecom; and (ii) at least one entity that, immediately before that day, was a wholly‑owned subsidiary of OTC; or (b) consist of Telstra and at least one entity that, immediately before the succession day, was a wholly‑owned subsidiary of Telecom or of OTC. (4) The regulations may make 2 or more different declarations under subsection (2). (5) Subject to subsection (3), but without limiting the generality of subsection (2), a set of merging entities may include the merged entity in relation to another set of merging entities. (6) Regulations may be made for the purposes of subsection (2) at any time before the end of the 12 months beginning on the succession day, but not later. 3B Telstra body Divisions 1, 2 and 3 of Part 3A (1) A reference in Divisions 1, 2 and 3 of Part 3A to a Telstra body is a reference to: (a) Telstra; or (b) a body corporate that is a subsidiary of Telstra immediately before the day that is the first day after 23 September 2005 on which a majority of the voting shares in Telstra are held by a person, or persons, other than the Commonwealth. Remaining provisions (2) A reference in any of the remaining provisions of this Act to a Telstra body is a reference to: (a) Telstra; or (b) a body corporate that is a subsidiary of Telstra. Future Fund (3) For the purposes of subsection (1), if a share in Telstra is an investment of the Future Fund, the share is taken to be held by a person other than the Commonwealth. Securities lending arrangements (4) For the purposes of subsection (1), if, under an agreement of the kind known as a securities lending arrangement: (a) at a particular time (the disposal time), the Commonwealth disposed of a share in Telstra (the borrowed share) to another person (the borrower); and (b) the Commonwealth may come under an obligation to: (i) re‑acquire the borrowed share from the borrower at a later time; or (ii) acquire an identical share from the borrower at a later time; the borrowed share is taken to be held by the Commonwealth during the period: (c) beginning at the disposal time; and (d) ending when the obligation mentioned in paragraph (b) is discharged or can no longer arise. Definition (5) In this section: the Commonwealth includes a category A hybrid‑security issuer company. 4 Operating under a name A reference in this Act to a body operating in a State or Territory under a particular name includes a reference to the body engaging in conduct that, for the purposes of a law in force in the State or Territory, constitutes: (a) in any case—using the name in the State or Territory; or (b) if the name is a body's name—establishing a place of business, or carrying on business, in the State or Territory; or (c) if paragraph (b) does not apply—carrying on business under the name in the State or Territory. 5 Subsidiaries For the purposes of this Act, the question whether a body corporate is a subsidiary of another body corporate is to be determined in the same manner as that question is determined under the Corporations Act 2001. 6 Extension of Act to external Territories This Act extends to the external Territories. 6A Application of the Criminal Code (1) Chapter 2 of the Criminal Code applies to all offences against this Act. Note: Chapter 2 of the Criminal Code sets out the general principles of criminal responsibility. (2) Despite subsection (1), Part 2.5 of the Criminal Code does not apply to an offence against Part 2 or 2A (within the meaning of section 8CI). 7 Act binds the Crown This Act binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory and of the Northern Territory. Part 2—Commonwealth ownership of Telstra Division 1—Simplified outline 8AA Simplified outline The following is a simplified outline of this Part: • The Commonwealth may sell its remaining equity interest in Telstra. • This Part sets out rules about how that sale is to be carried out. Division 4—Provisions relating to the sale by the Commonwealth of its shares in Telstra 8AJ Telstra sale scheme (1) The object of this section is to define the expressions Telstra sale scheme, sale‑scheme trustee, sale‑scheme trust deed and hybrid‑security issuer company. (2) For the purposes of this Act, a Telstra sale scheme is a scheme the object of which is to achieve the transfer, or progressive transfer, of the whole or a part of the Commonwealth's equity in Telstra to other persons. (3) A Telstra sale scheme must comply with any rules set out in a determination in force under subsection (3A). (3A) The Minister for Finance may make a written determination setting out rules that are to be complied with by a Telstra sale scheme. (3B) A determination under subsection (3A) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the determination. (4) A Telstra sale scheme may involve any or all of the following: (a) the transfer by the Commonwealth of any of its shares in Telstra; (b) the transfer by the Commonwealth of interests in its shares in Telstra to a company (the sale‑scheme trustee) in the company's capacity as the trustee of a trust established by a trust deed (the sale‑scheme trust deed); (c) an investor in Telstra initially acquiring a particular interest in shares in Telstra and subsequently acquiring the remaining interests in those shares; (d) the payment by Telstra of a dividend; (e) the reduction of Telstra's share capital; (f) the cancellation of a particular parcel of shares in Telstra held by the Commonwealth; (g) Telstra buying back shares in itself; (h) the issue of securities in Telstra; (i) the redemption of redeemable preference shares in Telstra held by the Commonwealth; (j) the alteration of Telstra's constitution; (k) the issue by the Commonwealth or Telstra of sale‑scheme hybrid securities; (l) an arrangement under which one or more designated companies (each of which is called a hybrid‑security issuer company) issue sale‑scheme hybrid securities; (m) the guarantee by the Commonwealth of obligations of a hybrid‑security issuer company in relation to sale‑scheme hybrid securities (for example, obligations to make payments of interest or dividends); (n) an agreement of the kind known as a securities lending arrangement, where the securities lending arrangement relates to shares in Telstra. (5) In determining whether a scheme is a Telstra sale scheme, regard must be had to the economic and commercial substance of the scheme. (6) Subsections (4) and (5) do not, by implication, limit subsection (2). (6A) For the purposes of this section, a designated company is: (a) a wholly‑owned Commonwealth company; or (b) a body corporate specified in a written declaration made by the Minister for Finance under this paragraph. (6B) A category B hybrid‑security issuer company is a hybrid‑security issuer company (other than a wholly‑owned Commonwealth company) specified in a written declaration made by the Minister for Finance under this subsection. (6C) A declaration under paragraph (6A)(b) or subsection (6B) is not a legislative instrument. (6D) For the purposes of this section, if a share in Telstra is an investment of the Future Fund, the share is taken to be held by a person other than the Commonwealth. (7) In this section: designated company has the meaning given by subsection (6A). interest in a share has the same meaning as it has for the purposes of Part 2A. scheme means: (a) any agreement, arrangement, understanding, promise or undertaking, whether express or implied; and (b) any scheme, plan, proposal, action, course of action or course of conduct, whether unilateral or otherwise. securities includes: (a) shares; and (b) debentures (within the meaning of the Corporations Act 2001). transfer, in relation to an interest in a share, includes the creation of the interest. wholly‑owned Commonwealth company has the same meaning as in the Public Governance, Performance and Accountability Act 2013 (in working out whether a company is covered by this definition, ignore any sale‑scheme hybrid securities issued by the company). 8AJA Sale‑scheme hybrid securities (1) For the purposes of this Act, a sale‑scheme hybrid security is: (a) an interest‑bearing security that is issued on the basis that it will or may be redeemed in exchange for a share or shares in Telstra; or (b) a share that is issued on the basis that it will or may be redeemed in exchange for a share or shares in Telstra; or (c) any other security or financial product that is issued on the basis that it will or may be redeemed in exchange for a share or shares in Telstra; or (d) an option to acquire a share or shares in Telstra; or (e) an interest‑bearing security that is issued on the basis that it will or may be converted to a share or shares in Telstra; or (f) any other security or financial product that is issued on the basis that it will or may be converted to a share or shares in Telstra; or (g) an interest‑bearing security that is issued on the basis that it will or may be exchanged for a share or shares in Telstra; or (h) any other security or financial product that is issued on the basis that it will or may be exchanged for a share or shares in Telstra; or (i) a security, or a financial product, that: (i) is specified in a written declaration made by the Minister for Finance under this subparagraph; and (ii) relates directly or indirectly to Telstra. (2) A security or financial product covered by a paragraph of subsection (1) may (but need not) include a charge, pledge or lien. (3) A security covered by paragraph (1)(a), (e) or (g) may be issued in or outside Australia, and may be denominated in: (a) Australian currency; or (b) a currency other than Australian currency. (4) A share covered by paragraph (1)(b) may be issued in or outside Australia, and any rights or obligations may be denominated in: (a) Australian currency; or (b) a currency other than Australian currency. (5) A security or financial product covered by paragraph (1)(c), (f), (h) or (i) may be issued in or outside Australia, and any rights or obligations may be denominated in: (a) Australian currency; or (b) a currency other than Australian currency. (6) An option covered by paragraph (1)(d) may be issued in or outside Australia, and the exercise price may be denominated in: (a) Australian currency; or (b) a currency other than Australian currency. (7) A declaration under subparagraph (1)(i)(i) is a legislative instrument, but section 42 (disallowance) of the Legislation Act 2003 does not apply to the declaration. (8) In this section: charge has the same meaning as in the Corporations Act 2001. financial product has the same meaning as in Division 3 of Part 7.1 of the Corporations Act 2001. security has the same meaning as in subsection 92(5) of the Corporations Act 2001. 8AK Exemption from stamp duty—transfer by the Commonwealth of its shares in Telstra etc. (1) In this section: charge has the same meaning as in the Corporations Act 2001. designated matter means any of the following matters, where the matter relates to the entering into or carrying out of a Telstra sale scheme: (a) the transfer by the Commonwealth of: (i) a share in Telstra held by the Commonwealth; or (ii) an interest in such a share; (b) an agreement relating to a transfer covered by paragraph (a); (c) the receipt of money by the Commonwealth, or by a person acting on behalf of the Commonwealth, in respect of a transfer covered by paragraph (a); (d) the transfer by the sale‑scheme trustee of: (i) a share in Telstra held by the trustee; or (ii) an interest in such a share; where the transfer is in accordance with the sale‑scheme trust deed; (e) an agreement relating to a transfer covered by paragraph (d); (f) the receipt of money by the sale‑scheme trustee, or by a person acting on behalf of the sale‑scheme trustee, in respect of a transfer covered by paragraph (d); (g) the reduction of Telstra's share capital; (h) the cancellation of a particular parcel of shares in Telstra held by the Commonwealth; (i) Telstra buying back shares in itself; (j) the issue of securities in Telstra; (k) the redemption of redeemable preference shares in Telstra held by the Commonwealth; (ka) the issue of sale‑scheme hybrid securities; (kb) the receipt of money by the Commonwealth, or by a person acting on behalf of the Commonwealth, in respect of the issue of sale‑scheme hybrid securities; (kc) the receipt of money by a hybrid‑security issuer company, or by a person acting on behalf of a hybrid‑security issuer company, in respect of the issue of sale‑scheme hybrid securities; (kd) the redemption, exchange or conversion of sale‑scheme hybrid securities; (ke) the transfer by a hybrid‑security issuer company of a share in Telstra held by the company; (kf) the grant of a charge, pledge or lien (whether in connection with sale‑scheme hybrid securities or otherwise); (kg) an agreement relating to a matter covered by paragraph (c), (f), (g), (h), (i), (j), (k), (ka), (kb), (kc), (kd), (ke) or (kf); (kh) an agreement of the kind known as a securities lending arrangement, where the securities lending arrangement relates to shares in Telstra; (l) any other matter that is specified in the regulations. interest in a share has the same meaning as it has for the purposes of Part 2A. securities includes: (a) shares; and (b) debentures (within the meaning of the Corporations Act 2001). transfer, in relation to an interest in a share, includes the creation of the interest. (2) Stamp duty or other tax is not payable under a law of a State or Territory in respect of: (a) a designated matter; or (b) anything done (including a transaction entered into or an instrument or document made, executed, lodged or given) because of, or for a purpose connected with or arising out of, a designated matter. (3) However, the rule in subsection (2) does not apply: (a) in such circumstances as are specified in the regulations; or (b) in relation to stamp duty, or other tax, of a kind specified in the regulations; or (c) in relation to stamp duty, or other tax, of a kind specified in the regulations, in such circumstances as are specified in the regulations. 8AKA Authorisation of borrowing—issue of sale‑scheme hybrid securities To the extent to which the issue of sale‑scheme hybrid securities under a Telstra sale scheme involves a borrowing of money by the Commonwealth, that borrowing is authorised by this section. Note: Subsection 56(1) of the Public Governance, Performance and Accountability Act 2013 provides that an agreement for the borrowing of money by the Commonwealth is of no effect unless the borrowing is expressly authorised by an Act. 8AQ Assistance given by Telstra or the Board in connection with a Telstra sale scheme (1) Telstra may, on its own initiative, assist the Commonwealth in connection with the formulation, entering into, or carrying out, of a Telstra sale scheme. (2) A member of the Board may, on the member's own initiative, assist the Commonwealth in connection with the formulation, entering into, or carrying out, of a Telstra sale scheme. (3) Telstra must, when requested in writing by the Minister or the Minister for Finance to do so, assist the Commonwealth in connection with the formulation, entering into, or carrying out, of a Telstra sale scheme. The assistance is to be given within the period, and in the form and manner, specified in the request. (4) The Board must, when requested in writing by the Minister or the Minister for Finance to do so, assist the Commonwealth in connection with the formulation, entering into, or carrying out, of a Telstra sale scheme. The assistance is to be given within the period, and in the form and manner, specified in the request. (4A) The Minister or the Minister for Finance may, by written notice given to Telstra, give directions to Telstra about the exercise of Telstra's powers under subsection (1). Telstra must comply with the direction. (4B) The Minister or the Minister for Finance may, by written notice given to a member of the Board, give directions to the member about the exercise of the member's powers under subsection (2). The member must comply with the direction. (5) To avoid doubt, the giving of assistance as mentioned in subsection (1), (2), (3) or (4), the making of a request under subsection (3) or (4), or the giving of a direction under subsection (4A) or (4B), does not result in a contravention of, or give rise to a liability or remedy under: (a) a provision of the Corporations Act 2001; or (ab) if Telstra is a listed disclosing entity—the listing rules of a listing market in relation to Telstra; or (b) a rule of common law or equity (other than a rule of administrative law). (6) A contravention of subsection (3), (4), (4A) or (4B) is not an offence. However, a contravention of subsection (3), (4), (4A) or (4B) is a ground for obtaining an injunction under Division 1 of Part 2B. (7) In this section: listed disclosing entity has the same meaning as it is given by section 9 of the Corporations Act 2001. listing market, in relation to a listed disclosing entity, has the same meaning as it is given by section 9 of the Corporations Act 2001. listing rules of a market has the same meaning as it is given by section 9 of the Corporations Act 2001. 8AR Giving of assistance—ancillary provisions (1) The assistance mentioned in subsection 8AQ(1), (2), (3) or (4) may take the form of: (a) the giving of information; or (b) the giving of financial assistance (within the meaning of Part 2J.3 of the Corporations Act 2001); or (c) the giving of a financial benefit to a related party (within the meaning of Chapter 2E of the Corporations Act 2001); or (d) the provision, by Telstra's directors or employees, of facilities, information and other assistance in connection with the conduct of: (i) a due diligence procedure or a similar process; or (ii) a market briefing or a similar process. (4) Subsection (1) does not, by implication, limit the forms in which assistance may be given. (5) Section 8AQ does not, by implication, limit any rights that are conferred on shareholders by other laws. (6) Section 8AQ does not authorise the imposition of taxation (within the meaning of section 55 of the Constitution). (7) Section 8AQ does not, by implication, limit: (a) the executive power of the Commonwealth to enter into an agreement; or (b) the capacity of Telstra, or of a member of the Board, to enter into an agreement with the Commonwealth. Note: This ensures, for example, that the Commonwealth can enter into a co‑operation agreement with Telstra or with a member of the Board. (8) Section 8AQ extends to the giving of assistance outside Australia, whether or not in a foreign country. 8AT Commonwealth to be bound by Chapters 6CA, 6D and 7 of the Corporations Act (1) Despite subsection 5A(4) of the Corporations Act 2001 (but subject to subsection 5A(5) of that Act), Chapters 6CA, 6D and 7 of the Corporations Act 2001 bind the Crown in right of the Commonwealth to the extent to which those Chapters deal with the formulation, entering into, or carrying out, of a Telstra sale scheme. (2) Subsection (1) has effect despite anything in the Corporations Act 2001. (4) For the purposes of subsection (1), if Chapter 6CA, 6D or 7 of the Corporations Act 2001 is repealed and replaced by another provision of that Act that deals with fundraising or securities regulation, the reference in that subsection to that Chapter of that Act is to be read as a reference to the replacement provision. Chinese wall arrangements (5) The Commonwealth does not contravene subsection 1043A(1) of the Corporations Act 2001 by entering into a transaction or agreement at any time in relation to: (a) shares in Telstra; or (b) sale‑scheme hybrid securities; or (c) a Telstra sale scheme; merely because of information in the possession of an officer or employee of the Commonwealth if: (d) the decision to enter into the transaction or agreement was taken on its behalf by a person or persons other than that officer or employee; and (e) it had in operation at that time arrangements that could reasonably be expected to ensure that: (i) the information was not communicated to the person or persons who made the decision; and (ii) no advice with respect to the transaction or agreement was given to that person or any of those persons by a person in possession of the information; and (f) the information was not so communicated and no such advice was given. (6) A reference in subsection (5) to an officer of the Commonwealth includes a reference to the holder of an office under a law of the Commonwealth. 8AU Alterations of Telstra's constitution before the minority‑interest sale time (1) This section applies to an alteration of Telstra's constitution if: (a) the alteration occurs before the minority‑interest sale time; and (b) the alteration relates to the formulation, entering into, or carrying out, of a Telstra sale scheme. (2) A notice of a general meeting specifying an intention to propose a resolution for the alteration does not have to be given to: (a) trustees for debenture holders; or (b) debenture holders. (3) A court is not empowered to cancel the alteration. (4) Subsections (2) and (3) have effect despite anything in section 172 of the Corporations Act 2001. (5) For the purposes of subsection (4), if section 172 of the Corporations Act 2001 is repealed and replaced by another provision of the Corporations Act 2001 that deals with the alteration of a company's constitution, the reference in that subsection to section 172 is to be read as a reference to the replacement provision. (6) In this section: debenture has the same meaning as in the Corporations Act 2001. 8AUA Alteration of Telstra's constitution after the minority‑interest sale time (1) The Minister may, by legislative instrument, alter Telstra's constitution if: (a) the alteration relates to the formulation, entering into, or carrying out, of a Telstra sale scheme; and (b) the effect of the alteration is to: (i) remove, restrict or limit any rights, privileges or immunities of the Commonwealth or the Minister; or (ii) remove a provision that prohibits an act or thing without the consent of the Commonwealth; or (iii) in the case of a provision that prohibits an act or thing without the consent of the Commonwealth—remove the requirement to obtain that consent; or (iv) remove a provision that prohibits an act or thing without the consent of the Minister; or (v) in the case of a provision that prohibits an act or thing without the consent of the Minister—remove the requirement to obtain that consent; or (vi) remove a provision that prohibits an act or thing unless the Commonwealth directs otherwise; or (vii) in the case of a provision that prohibits an act or thing unless the Commonwealth directs otherwise—remove that power of direction; or (viii) remove a provision that prohibits an act or thing unless the Minister directs otherwise; or (ix) in the case of a provision that prohibits an act or thing unless the Minister directs otherwise—remove that power of direction; and (c) the instrument is made during the period: (i) beginning on the commencement of this section; and (ii) ending at the time of the repeal of Division 3 of Part 2. (2) Before making an instrument under subsection (1), the Minister must consult the members of the Board. (4) To avoid doubt, the making of an instrument under subsection (1) does not result in a contravention of, or give rise to a liability or remedy under: (a) a provision of the Corporations Act 2001; or (b) if Telstra is a listed disclosing entity—the listing rules of a listing market in relation to Telstra; or (c) a rule of common law or equity (other than a rule of administrative law). (5) If Telstra's constitution is altered by an instrument under subsection (1), this Act does not prevent the further alteration of that constitution. (6) In this section: listed disclosing entity has the same meaning as it is given by section 9 of the Corporations Act 2001. listing market, in relation to a listed disclosing entity, has the same meaning as it is given by section 9 of the Corporations Act 2001. listing rules of a market has the same meaning as it is given by section 9 of the Corporations Act 2001. 8AV Reduction of Telstra's share capital (1) This section applies to a reduction of Telstra's share capital if: (a) the reduction relates to the formulation, entering into, or carrying out, of a Telstra sale scheme; and (b) the reduction is part of an overall arrangement or plan that involves: (i) the replacement of a particular type of share with one or more other types of share; and (ii) the replacement of the reduced share capital. (2) Notice of the reduction does not have to be given to Telstra's creditors. (3) Telstra's creditors are not entitled to object to the reduction. (4) The reduction does not have to be confirmed by a court. (5) Subsections (2), (3) and (4) have effect despite anything in Part 2J.1 of the Corporations Act 2001. Division 5—Miscellaneous 8AW Use by the Commonwealth of information obtained from Telstra or the Board (1) This section applies to information obtained under repealed Division 3 or under section 8AQ. (2) The Commonwealth, or an associated person, may use the information for a purpose in connection with the formulation, entering into, or carrying out, of a Telstra sale scheme. (3) The Commonwealth, or an associated person, may disclose the information for a purpose in connection with the formulation, entering into, or carrying out, of a Telstra sale scheme. (4) If subsection (2) or (3) does not apply, the Commonwealth, or an associated person, may use or disclose the information for a purpose in connection with the Commonwealth's capacity as a shareholder in Telstra, so long as the use or disclosure does not involve giving the information to a person who is not an associated person. (5) To avoid doubt, the use or disclosure of information as mentioned in subsection (2), (3) or (4) does not result in a contravention of, or give rise to a liability or remedy under: (a) a provision of the Corporations Act 2001; or (ab) if Telstra is a listed disclosing entity—the listing rules of a listing market in relation to Telstra; or (b) a rule of common law or equity (other than a rule of administrative law). (6) In this section: associated person means: (a) a Minister; or (b) an individual who holds an office under, or is employed by, the Commonwealth; or (c) a person appointed or engaged under the Public Service Act 1999; or (d) a person who performs services for or on behalf of the Commonwealth in connection with: (i) the formulation, entering into, or carrying out, of a Telstra sale scheme; or (ii) the Commonwealth's capacity as a shareholder in Telstra. listed disclosing entity has the same meaning as it is given by section 9 of the Corporations Act 2001. listing market, in relation to a listed disclosing entity, has the same meaning as it is given by section 9 of the Corporations Act 2001. listing rules of a market has the same meaning as it is given by section 9 of the Corporations Act 2001. 8AX Agreements relating to the protection of information obtained from Telstra or the Board (1) The Minister for Finance may, on behalf of the Commonwealth, enter into an agreement with Telstra, or with one or more members of the Board, relating to the protection of information: (a) that is obtained under repealed Division 3 or under section 8AQ; and (b) the publication of which might be expected to prejudice substantially Telstra's commercial interests. (2) The agreement may be enforced as if it were a contract. (3) This section does not, by implication, limit the executive power of the Commonwealth to enter into agreements. 8AY Telstra's obligations to disclose information (1) To avoid doubt, the mere fact that particular information was requested, required or given under repealed Division 3 or under section 8AQ is not a ground on which Telstra can be required to disclose or notify that, or any other, information under: (a) a provision of the Corporations Act 2001; or (b) if Telstra is a listed disclosing entity—the listing rules of a listing market in relation to Telstra. (2) In this section: listed disclosing entity has the same meaning as it is given by section 9 of the Corporations Act 2001. listing market, in relation to a listed disclosing entity, has the same meaning as it is given by section 9 of the Corporations Act 2001. listing rules of a market has the same meaning as it is given by section 9 of the Corporations Act 2001. 8AYB Telstra to give information to the Minister about the level of non‑Commonwealth ownership of shares in Telstra Direction to give information (1) The Minister may, by written notice given to Telstra, direct Telstra to give to the Minister, within the period specified in the notice, specified information that is relevant to determining either or both of the following: (a) whether or not a particular day is the first day after the commencement of this section on which a majority of the voting shares in Telstra are held by a person, or persons, other than the Commonwealth; (b) whether or not a particular day is the first day after the commencement of this section on which 85% of the voting shares in Telstra are held by a person, or persons, other than the Commonwealth. (2) Telstra must comply with a direction under subsection (1). Sanction (3) A breach of this section is not an offence. However, a breach of this section is a ground for obtaining an injunction under Division 1 of Part 2B. Future Fund (4) For the purposes of this section, if a share in Telstra is an investment of the Future Fund, the share is taken to be held by a person other than the Commonwealth. Securities lending arrangements (5) For the purposes of this section, if, under an agreement of the kind known as a securities lending arrangement: (a) at a particular time (the disposal time), the Commonwealth disposed of a share in Telstra (the borrowed share) to another person (the borrower); and (b) the Commonwealth may come under an obligation to: (i) re‑acquire the borrowed share from the borrower at a later time; or (ii) acquire an identical share from the borrower at a later time; the borrowed share is taken to be held by the Commonwealth during the period: (c) beginning at the disposal time; and (d) ending when the obligation mentioned in paragraph (b) is discharged or can no longer arise. Direction (6) A direction under subsection (1) is not a legislative instrument. Definition (7) In this section: the Commonwealth includes a category A hybrid‑security issuer company. 8AYC Application of the Ombudsman Act 1976 to Telstra In determining whether Telstra is a prescribed authority for the purposes of the Ombudsman Act 1976, assume that each reference to the Commonwealth in the definition of Commonwealth‑controlled company in subsection 3(1) of that Act includes a reference to a category A hybrid‑security issuer company. 8AYD Controlling interest in Telstra In determining, for the purposes of a law of the Commonwealth (other than this Act), whether the Commonwealth has a controlling interest in Telstra, if a share in Telstra is an investment of the Future Fund, assume that any voting rights associated with the share were held by a person other than the Commonwealth. 8AZ Rights of Telstra's shareholders, debenture holders and creditors to be subject to this Act (1) The rights of Telstra's shareholders, debenture holders and creditors are subject to this Act. (2) In this section: debenture has the same meaning as in the Corporations Act 2001. 8BA Compensation—constitutional safety net (1) If: (a) apart from this section, the operation of this Part would result in the acquisition of property from a person otherwise than on just terms; and (b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution; the Commonwealth is liable to pay compensation of a reasonable amount to the person in respect of the acquisition. (2) If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines. (3) The Consolidated Revenue Fund is appropriated for the purposes of making payments under this section. 8BB Delegation (1) The Minister may, by writing, delegate to: (a) the Secretary of the Department; or (b) an SES employee or acting SES employee whether or not in the Department; (c) a person who is appointed by the Governor‑General under section 67 of the Constitution and has responsibilities in relation to the sale of Commonwealth assets; all or any of the Minister's powers under this Part. (2) The Minister for Finance may, by writing, delegate to: (a) the Secretary of the Finance Department; or (b) an SES employee or acting SES employee whether or not in the Finance Department; (c) a person who is appointed by the Governor‑General under section 67 of the Constitution and has responsibilities in relation to the sale of Commonwealth assets; all or any of the powers conferred on the Minister for Finance by this Part. 8BC Provision to attract the corporations power and the communications power This Part does not apply to Telstra unless Telstra: (a) is a corporation to which paragraph 51(xx) of the Constitution applies; or (b) carries on a business that consists of or includes the supply of a carriage service (within the meaning of the Telecommunications Act 1997). Part 2A—Restrictions on ownership of Telstra successor companies Division 1—Simplified outline 8BD Simplified outline The following is a simplified outline of this Part: • A Telstra successor company is subject to the following ownership restrictions: (a) a limit on total foreign ownership; (b) a limit on individual foreign ownership. • The regulations may require information to be given for purposes relating to those limits. • A Telstra successor company's head office, base of operations and place of incorporation are to remain in Australia. • A Telstra successor company's Chairperson, and a majority of a Telstra successor company's directors, must be Australian citizens. Division 2—Definitions in Schedule 8BE Definitions in Schedule The Schedule sets out definitions of expressions used in this Part. Note 1: The limits on the ownership of a Telstra successor company relate to a person's stake in a Telstra successor company. Note 2: Stake is defined in the Schedule. Note 2A: A person's stake is calculated on the assumption that the only shares in a Telstra successor company are shares held by persons other than the Commonwealth—see clause 12 of the Schedule. Note 3: A person's stake includes the interests of the person's associates. Note 4: There are 4 different types of stake. The main types are the percentage of total paid‑up share capital and the percentage of voting power. Note 5: The ownership restrictions will be breached if any type of stake goes over the relevant limit. Division 3—Extra‑territorial operation 8BF Extra‑territorial operation The following provisions extend to acts, omissions, matters and things outside Australia, whether or not in a foreign country: (a) this Part and the Schedule; (b) Part 2B, to the extent to which it relates to this Part. Division 4—Limit on foreign ownership 8BG Meaning of unacceptable foreign‑ownership situation For the purposes of this Act, an unacceptable foreign‑ownership situation exists in relation to a Telstra successor company if: (a) there is a group of foreign persons who hold, in total, a particular type of stake in the Telstra successor company of more than 35%; or (b) there is or are one or more foreign persons each of whom holds a particular type of stake in the Telstra successor company of more than 5%. Note 1: A person's stake is calculated on the assumption that the only shares in a Telstra successor company are shares held by persons other than the Commonwealth—see clause 12 of the Schedule. Note 2: A person's stake includes the interests of the person's associates—see the Schedule. 8BH Acquisitions of shares If: (a) a person, or 2 or more persons under an arrangement, acquire shares in a company; and (b) the acquisition has the result, in relation to a Telstra successor company, that: (i) an unacceptable foreign‑ownership situation comes into existence in relation to the Telstra successor company; or (ii) if an unacceptable foreign‑ownership situation already exists in relation to the Telstra successor company because there is a group of foreign persons who hold, in total, a particular type of stake in the Telstra successor company of more than 35%—there is an increase in the total of any type of stake held by any group of foreign persons in the Telstra successor company; or (iii) if an unacceptable foreign‑ownership situation already exists in relation to the Telstra successor company because there is or are one or more foreign persons each of whom holds a particular type of stake in the Telstra successor company of more than 5%—there is an increase in any type of stake held by any of those foreign persons; and (c) the person or persons mentioned in paragraph (a) knew, or were reckless as to whether, the acquisition would have that result; the person or persons mentioned in paragraph (a) commit an offence punishable on conviction by a fine not exceeding 400 penalty units. Note: A person's stake is calculated on the assumption that the only shares in a Telstra successor company are shares held by persons other than the Commonwealth—see clause 12 of the Schedule. 8BI Compliance by Telstra successor companies (1) A Telstra successor company must take all reasonable steps to ensure that an unacceptable foreign‑ownership situation does not exist in relation to the Telstra successor company. (2) A Telstra successor company commits an offence if: (a) the Telstra successor company engages in conduct; and (b) that conduct contravenes subsection (1). Penalty: 500 penalty units. (3) In this section: engage in conduct means: (a) do an act; or (b) omit to perform an act. 8BJ Remedial orders (1) If an unacceptable foreign‑ownership situation exists in relation to a Telstra successor company, the Federal Court may, on application by the Minister or the Telstra successor company, make such orders as the court considers appropriate for the purpose of ensuring that that situation ceases to exist. (2) The Federal Court's orders include: (a) an order directing the disposal of shares; or (b) an order restraining the exercise of any rights attached to shares; or (c) an order prohibiting or deferring the payment of any sums due to a person in respect of shares held by the person; or (d) an order that any exercise of rights attached to shares be disregarded. (3) Subsection (2) does not, by implication, limit subsection (1). (4) In addition to the Federal Court's powers under subsections (1) and (2), the court: (a) has power, for the purpose of securing compliance with any other order made under this section, to make an order directing any person to do or refrain from doing a specified act; and (b) has power to make an order containing such ancillary or consequential provisions as the court thinks just. (5) The Federal Court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or be published in such manner as it thinks fit, or both. (6) The Federal Court may, by order, rescind, vary or discharge an order made by it under this section or suspend the operation of such an order. Division 6—Anti‑avoidance 8BM Anti‑avoidance (1) If: (a) one or more persons enter into, begin to carry out or carry out a scheme; and (b) it would be concluded that the person, or any of the persons, who entered into, began to carry out or carried out the scheme or any part of the scheme did so for the sole or dominant purpose of avoiding the application of any provision of Division 4 in relation to any person or persons (whether or not mentioned in paragraph (a)); and (c) as a result of the scheme or a part of the scheme, a person (the stakeholder) increases the stakeholder's stake in a Telstra successor company; the Minister may give the stakeholder a written direction to cease holding that stake within a specified time. (2) A person who intentionally contravenes a direction under subsection (1) commits an offence punishable on conviction by a fine not exceeding 400 penalty units. Division 7—Record‑keeping and giving of information 8BN Record‑keeping and giving of information (1) The regulations may make provision for and in relation to requiring a person: (a) to keep and retain records, where the records are relevant to an ownership matter; and (b) to give information to the Minister that is relevant to an ownership matter; and (c) to give information to a Telstra successor company, where the information is relevant to an ownership matter. Note: Ownership matter is defined by subsection (6). Statutory declarations (2) The regulations may provide that information given in accordance with a requirement covered by paragraph (1)(b) or (c) must be verified by statutory declaration. No self‑incrimination (3) An individual is not required to give information in accordance with a requirement covered by paragraph (1)(b) or (c) if the information might tend to incriminate the individual or expose the individual to a penalty. Offence (4) A person must not intentionally contravene a requirement covered by paragraph (1)(a), (b) or (c). Penalty: 50 penalty units. Regulations may confer discretionary powers on the Minister (5) Regulations made for the purposes of this section may make provision for or in relation to a matter by conferring a power on the Minister. For example, the regulations could provide that the Minister may, by written notice given to a Telstra successor company, require the Telstra successor company to give the Minister, within the period and in the manner specified in the notice, specified information about an ownership matter. Definition (6) For the purposes of this section, each of the following matters is an ownership matter: (a) whether a person holds a particular type of stake in a Telstra successor company; (b) if a person holds a particular type of stake in a Telstra successor company—the level of that stake. 8BO Incorrect records (1) A person must not, in purported compliance with a requirement covered by paragraph 8BN(1)(a), make a record of any matter or thing in such a way that it does not correctly record the matter or thing. (2) A person who contravenes subsection (1) commits an offence punishable on conviction by imprisonment for a term not exceeding 6 months. Division 8—Head office, base of operations and place of incorporation of a Telstra successor company 8BQ Head office to be in Australia (1) A Telstra successor company must ensure that the central management and control of the Telstra successor company is ordinarily exercised at a place in Australia. (2) A contravention of subsection (1) is not an offence. However, a contravention of subsection (1) is a ground for obtaining an injunction under Division 1 of Part 2B. (3) A contravention of subsection (1) does not affect the validity of any transaction. 8BR Base of operations to be in Australia (1) A Telstra successor company must ensure that it maintains a substantial business and operational presence in Australia. (2) This section does not limit a Telstra successor company's capacity to engage in activities outside Australia. (3) A contravention of subsection (1) is not an offence. However, a contravention of subsection (1) is a ground for obtaining an injunction under Division 1 of Part 2B. (4) A contravention of subsection (1) does not affect the validity of any transaction. 8BS Telstra successor companies to remain incorporated in Australia (1) A Telstra successor company must ensure that it is incorporated under the Corporations Act 2001. (2) A contravention of subsection (1) is not an offence. However, a contravention of subsection (1) is a ground for obtaining an injunction under Division 1 of Part 2B. (3) A contravention of subsection (1) does not affect the validity of any transaction. Division 9—Citizenship of Chairperson and directors of Telstra successor companies 8BT Chairperson must be an Australian citizen (1) A Telstra successor company must ensure that its Chairperson (however described) is an Australian citizen. (2) A contravention of subsection (1) is not an offence. However, a contravention of subsection (1) is a ground for obtaining an injunction under Division 1 of Part 2B. (3) A contravention of subsection (1) does not affect the validity of any transaction. 8BU Majority of directors must be Australian citizens (1) A Telstra successor company must ensure that a majority of its directors are Australian citizens. (2) A contravention of subsection (1) is not an offence. However, a contravention of subsection (1) is a ground for obtaining an injunction under Division 1 of Part 2B. (3) A contravention of subsection (1) does not affect the validity of any transaction. 8BUA At least 2 directors must have knowledge of, or experience in, the communications needs of regional, rural or remote areas (1) A Telstra successor com