Telus 2007 Annual Report Download - page 35

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35
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
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 is
scheduled to be confirmed with further minor amendments at TELUS’ 2008 annual and