Telus 2005 Annual Report Download - page 38

Download and view the complete annual report

Please find page 38 of the 2005 Telus annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 55

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55

37
First Preferred shares
The First Preferred shares may be issued from time to time in one or more series, each series
comprising the number of shares, and having attached thereto the designation, rights, privileges,
restrictions and conditions which the board of directors of TELUS determines by resolution and
subject to filing an amendment to the Notice of Articles and Articles of TELUS. No series of
First Preferred shares may have attached thereto the right to vote at any general meeting of
TELUS or the right to be convertible into or exchangeable for Common Shares. Except as
required by law, the TELUS holders of the First Preferred shares as a class are not entitled to
receive notice of, attend or vote at any meeting of the members of TELUS. The First Preferred
shares rank prior to the Second Preferred shares, Common Shares and Non-Voting Shares with
respect to priority in payment of dividends and in the distribution of assets in the event of
liquidation, dissolution or winding up of TELUS.
Second Preferred shares
The Second Preferred shares may be issued from time to time in one or more series, each series
comprising the number of shares, and having attached thereto the designation, rights, privileges,
restrictions and conditions, which the board of directors of TELUS determines by resolution and
subject to filing an amendment to the Notice of Articles and Articles of TELUS. No series of
Second Preferred shares may have attached thereto the right to vote at any general meeting of
TELUS or the right to be convertible into or exchangeable for Common Shares. Except as
required by law, the holders of the Second Preferred shares as a class are not entitled to receive
notice of, attend or vote at any meeting of the members of TELUS. The Second Preferred shares
rank, subject to the prior rights of the holders of the First Preferred shares, prior to the Common
Shares and Non-Voting Shares with respect to priority in payment of dividends and in the
distribution of assets in the event of liquidation, dissolution or winding up of TELUS.
TELUS Rights Plan
TELUS adopted a shareholder rights plan (the “Rights Plan”) in March 2000 and issued one right
(a “Series A Right”) in respect of each Common Share outstanding as at such date and issued
one right (a “Series B Right”) in respect of each Non-Voting Share outstanding as of such date.
The Rights Plan has a term of 10 years subject to shareholder confirmation every three years.
The Rights Plan was amended and confirmed as amended by the shareholders first in 2003 and
then in 2005 and as currently stated will again require confirmation in 2008. Each Series B
Right, other than those held by an Acquiring Person (as defined in the Rights Plan) and certain of
its related parties, entitles the holder in certain circumstances following the acquisition by an
Acquiring Person of 20 per cent or more of the voting shares of TELUS (otherwise than through
the “Permitted Bid” requirements of the Rights Plan) to purchase from TELUS $320 worth of
Non-Voting Shares for $160 (i.e., at a 50 per cent discount).