Telus 2006 Annual Report Download - page 31

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.
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
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