Telus 2005 Annual Report Download - page 37

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36
Shares are entitled to receive from TELUS, but are not entitled to vote at such general meetings
unless otherwise required by law.
In 2005, with the requisite shareholder approval, the Articles of TELUS were amended to
remove cumulative voting for directors and replace it with a provision permitting holders of
common shares to vote by a separate resolution for each director rather than a slate.
In order to ensure that the holders of the Non-Voting Shares can participate in any offer which is
made to the holders of the Common Shares (but is not made to the holders of Non-Voting Shares
on the same terms), which offer, by reason of applicable securities legislation or the requirements
of a stock exchange on which the Common Shares are listed, must be made to all or substantially
all the holders of Common Shares who are in any province of Canada to which the requirement
applies (an “Exclusionary Offer”), each holder of Non-Voting Shares will, for the purposes of
the Exclusionary Offer only, be permitted to convert all or part of the Non-Voting Shares held
into an equivalent number of Common Shares during the applicable conversion period. In certain
circumstances (namely, the delivery of certificates, at specified times, by holders of 50 per cent
or more of the issued and outstanding Common Shares to the effect that they will not, among
other things, tender to such Exclusionary Offer or make an Exclusionary Offer), these conversion
rights will not come into effect.
If all of the Telecommunications Act, the Radiocommunication Act and the Broadcasting Act are
changed so that there is no restriction on any non-Canadians holding Common Shares, holders of
Non-Voting Shares will have the right to convert all or part of their Non-Voting Shares into
Common Shares on a one for one basis, and TELUS will have the right to require holders of
Non-Voting Shares who do not make such an election to convert such shares into an equivalent
number of Common Shares.
TELUS will provide notice to each holder of Common Shares before a general meeting of
members at which holders of Non-Voting Shares will be entitled to vote as a class. In such event,
holders of Common Shares will have the right to convert all or part or their Common Shares into
Non-Voting Shares on a one for one basis provided and to the extent that TELUS and its
subsidiaries remain in compliance with the foreign ownership provisions of the
Telecommunications Act, the Radiocommunication Act and the Broadcasting Act.
The Common Shares are subject to constraints on transfer to ensure TELUS’ ongoing
compliance with the foreign ownership provisions of the Telecommunications Act, the
Radiocommunication Act and the Broadcasting Act. As well, holders of Common Shares will
have the right, if approved by the Board of Directors of TELUS, to convert Common Shares into
Non-Voting Shares in order that TELUS be in compliance with the foreign ownership provisions
of the Telecommunications Act, the Radiocommunication Act and the Broadcasting Act.
In all other respects, each Common Share and each Non-Voting Share have the same rights and
attributes.