Telus 2008 Annual Report Download - page 35

TELUS’ Board of Directors reviews its dividend rate quarterly. On November 7, 2008,
TELUS announced that it was increasing its dividend to $0.475 per share on the issued
and outstanding Common and Non-Voting Shares. This 5.6 per cent increase was
consistent with the Company’s forward-looking dividend payout ratio guideline of 45 to 55
per cent of sustainable net earnings first set in October 2004. TELUS’ quarterly dividend
rate will depend on an ongoing assessment of 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. Holders of Common Shares are entitled 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
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