Telus 2012 Annual Report Download - page 21

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exchange for the Non-Voting Shares began trading on the TSX on February 11, 2013.
No First Preferred or Second Preferred shares have been issued. As of February 4,
2013, there are no Non-Voting Shares issued or outstanding. See Market for Securities
below.
As TELUS does not intend to issue or authorize the issuance of, additional Non-Voting
Shares in the future, on March 13, 2013, the Board recommended for shareholder
approval, alterations to the Notice of Articles of the Company to eliminate the Non-Voting
Shares from the authorized share structure and increase the maximum number of
authorized Common Shares from 1,000,000,000 to 2,000,000,000, in order to keep the
aggregate number of equity shares authorized for issuance the same. This alteration,
among others that are being proposed to the Articles of the Company, will be put to a
shareholder vote at our upcoming annual and special meeting to be held on May 9,
2013.
Also, on March 13, 2013, the Board approved a two-for-one stock split of the issued and
outstanding Common Shares. Upon completion, the number of shares outstanding will
double to approximately 653.6 million. On April 16, 2013, TELUS shareholders will
receive one additional share for each share owned on the record date of April 15, 2013,
subject to completion and approval of regulatory filings with the TSX and NYSE. TELUS
Common Shares after the stock split are expected to commence trading on or about
April 17, 2013 on the TSX and the NYSE.
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 shareholders 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 shareholders 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