Telus 2013 Annual Report Download - page 23

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CAPITAL STRUCTURE OF TELUS
The authorized capital of TELUS consists of 4,000,000,000 shares, divided into: (1)
2,000,000,000 Common Shares without par value; (2) 1,000,000,000 First Preferred
shares without par value, issuable in series and; (3) 1,000,000,000 Second Preferred
shares without par value, issuable in series. The Common Shares are listed for trading
on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE). The
replacement of our dual share class structure with a single class of issued and
outstanding voting securities became effective February 4, 2013 pursuant to a plan of
Arrangement under the provision of Division 5 of Part 9 of the Business Corporations Act
(British Columbia). Consistent with TELUS’ move to a single class share structure, at the
2013 annual and special meeting, shareholders approved alterations to the Notice of
Articles and the Articles of TELUS to eliminate the class of Non-Voting Shares and
increase the maximum number of Common Shares that the Company is authorized to
issue 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, and changes to the Company’s Articles
to, among other things, reflect the elimination of the Non-Voting Shares.
Shareholders also approved amendments to modernize the Articles, address statutory
and regulatory changes since the Articles were last altered in 2005 and reflect best
practice.
Also, a subdivision of the issued and outstanding Common Shares on a two-for-one
basis was effected April 16, 2013.
On September 24, 2013, we successfully completed our 2013 normal course issuer bid
(NCIB), purchasing 31.2 million Common Shares, or 4.8% of the outstanding shares
prior to commencement of the NCIB, for an average price of $32.07, and returning $1.0
billion to our shareholders. On December 12, 2013, the TSX approved our NCIB to
purchase and cancel up to 16 million of our Common Shares for up to $500 million in
2014. Such purchases will be made through the facilities of the TSX, the NYSE and
alternative trading platforms or otherwise as may be permitted by applicable securities
laws and regulations during the period of January 2, 2014 to December 31, 2014.
TELUS Common Shares
Subject to the prior rights of the holders of First Preferred shares and Second Preferred
shares, the Common Shares are entitled to participate with respect to the payment of
dividends as declared by the Board of Directors and the distribution of assets of TELUS
on the liquidation, dissolution or winding up of TELUS.
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. Holders of Common Shares are entitled to vote by a separate
resolution for each director rather than a slate.
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.