Telus 2008 Annual Report Download - page 36

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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.
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
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