Telus 2012 Annual Report Download - page 22

22
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% or more of the
issued and outstanding Common Shares to the effect that they will not, among 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 shareholders 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 of 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 our ongoing
compliance with the foreign ownership provisions of the Telecommunications Act, the
Radiocommunication Act and the Broadcasting Act. As well, holders of Common Shares
may be required, 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.
On March 13, 2013, the Board recommended for shareholder approval amendments to
the Company’s Articles in order to (i) reflect the proposed elimination of the Non-Voting
Shares from the authorized share structure, (ii) modernize the Articles, (iii) address
statutory and regulatory changes since the Articles were last altered in 2005 and (iv)
reflect best practice. These amendments, among others that are being proposed, will be
put to a shareholder vote at our upcoming annual and special meeting to be held on May
9, 2013, further details of which will be provided in the information circular for this
meeting.
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