Telus 2008 Annual Report Download - page 37

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 again in 2005 and 2008.
Each Series B Right, other than those held by an Acquiring Person (as defined in the
Rights Plan) and certain of its related parties, entitles the holder in certain circumstances
following the acquisition by an Acquiring Person of 20 per cent or more of the voting
shares of TELUS (otherwise than through the “Permitted Bid” requirements of the Rights
Plan) to purchase from TELUS $320 worth of Non-Voting Shares for $160 (i.e. at a 50
per cent discount).
RATINGS
Ratings information contained in “Management’s Discussion and Analysis -- Section 7.
Liquidity and capital resources – 7.7 Credit Ratings” in TELUS’ 2008 Annual Report –
Financial Review is hereby incorporated by reference. TELUS’ 2008 Annual Report and
Management’s Discussion and Analysis are available at sedar.com. Credit ratings are not
recommendations to purchase, hold or sell securities and do not address the market
price or suitability of a specific security for a particular investor. In addition, real or
anticipated changes in the rating assigned to a security will generally affect the market
value of that security. There can be no assurance that a rating will remain in effect for
any given period of time or that a rating will not be revised or withdrawn entirely by a
rating agency in the future.
A description of the rating categories applied to TELUS as at December 31, 2008 from
each agency is below. The outlook or trend for TELUS from four agencies was stable.
Institution Rating Outlook
Fitch “BBB” ratings indicate that there is
currently expectation of low credit
risk. The capacity for payment of
financial commitments is considered
adequate but adverse changes in
circumstances and economic
An Outlook indicates the direction a rating
is likely to move over a one to two-year
period. Outlooks may be positive, stable
or negative. A positive or negative Rating
Outlook does not imply a rating change is
inevitable. Similarly, ratings for which
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