Telus 2006 Annual Report Download - page 30

free cash flow generation and financial indicators including leverage, dividend yield and payout
ratio.
CAPITAL STRUCTURE OF TELUS
The authorized capital of TELUS consists of 4,000,000,000 shares, divided into: 1)
1,000,000,000 Common Shares without par value; 2) 1,000,000,000 Non-Voting Shares without
par value; 3) 1,000,000,000 First Preferred shares without par value and; 4) 1,000,000,000
Second Preferred shares without par value. The Common Shares and Non-Voting Shares are
listed for trading on the Toronto Stock Exchange and the Non-Voting Shares are listed for
trading on the New York Stock Exchange. See “Market for Securities”.
TELUS Common Shares and TELUS Non-Voting Shares
Subject to the prior rights of the holders of First Preferred shares and Second Preferred shares,
the Common Shares and the Non-Voting Shares are entitled to participate equally with each
other with respect to the payment of dividends and the distribution of assets of TELUS on the
liquidation, dissolution or winding up of TELUS.
Neither the Common Shares nor the Non-Voting Shares can be subdivided, consolidated,
reclassified or otherwise changed unless the other class is changed in the same manner.
The holders of the Common Shares are entitled to receive notice of, attend, be heard and vote
at any general meeting of the members of TELUS on the basis of one vote per Common Share
held. The holders of Non-Voting Shares are entitled to receive notice of, attend and be heard at
all general meetings of the members of TELUS and are entitled to receive all notices of
meetings, information circulars and other written information from TELUS that the holders of
Common 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
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