Telus 2013 Annual Report Download - page 24

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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 and Common 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 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 shareholder rights plan
We first adopted a shareholder rights plan in March 2000, which expired on March 20,
2010. The TELUS Board of Directors adopted a substantially similar shareholder rights
plan (Rights Plan) on March 12, 2010 (Effective Date), which was ratified by
shareholders of both share classes at the May 2010 annual and special meeting and re-
confirmed at the May 2013 annual and special meeting. Under the current Rights Plan,
TELUS issued one right (Right) in respect of each Common Share outstanding as at the
Effective Date. The Rights Plan has a term of just over nine years, subject to
shareholder confirmation every three years. Each 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% or more of the Common Shares of TELUS (otherwise than through the “Permitted
Bid” requirements of the Rights Plan) to purchase from TELUS $320 worth of Common
Shares for $160 (i.e. at a 50% discount) respectively.
At the May 2013 annual and special meeting, shareholders approved amendments to
the Rights Plan to reflect the elimination of the Non-Voting Share class from TELUS’
authorized share structure. Additionally, minor amendments were approved to reflect
TELUS’ use of the Direct Registration System Advice program since February 2013.
References to share certificates now also include a reference to securities that have