Telus 2009 Annual Report Download - page 15

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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 shareholders 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 shareholders 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
The current shareholder rights plan (the Initial Rights Plan) will expire on March 20,
2010. The Board of Directors of TELUS approved a new shareholder rights plan (the
New Rights Plan) in March 2010, which terms are substantially the same as the terms of
the Initial Rights Plan. The Company has received the approval of the Toronto Stock
Exchange with respect to the New Rights Plan, subject to shareholder ratification within
six months of adoption. The New Rights Plan issued one right (a Series A Right) in
respect of each Common Share outstanding as at such date and issued one right (a
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