Telus 2007 Annual Report Download - page 34

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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 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.