Telus 2014 Annual Report Download - page 23

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legislation or any provincial legislation relating to the establishment of pension
fund societies.
The Ownership and Control Regulations provide Canadian carriers and carrier holding
corporations, such as TELUS Corporation, with the time and ability to rectify ineligibility
resulting from insufficient Canadian ownership of voting interests. Under the Ownership
and Control Regulations, such corporations may refuse the subscription, issuance,
transfer or purchase of voting interests, if necessary, to ensure that they and their
subsidiaries remain eligible under such legislation. For such purposes, in particular but
without limitation, a company may, in accordance with the provisions contained in the
Ownership and Control Regulations:
(i) refuse to accept any subscription for voting shares;
(ii) refuse to allow any transfer of voting shares to be recorded in its share register;
(iii) suspend the rights of a holder of voting shares to vote at a meeting of its
shareholders; and
(iv) sell, repurchase or redeem excess voting shares.
To ensure that TELUS Corporation remains Canadian and that any subsidiary of TELUS
Corporation, including TCC, is and continues to be eligible to operate as a Canadian
carrier under the Telecommunications Act, to be issued radio authorizations under the
Radiocommunication Act (Canada) (Radiocommunication Act), or to be issued
broadcasting licences under the Broadcasting Act, provisions substantially similar to the
foregoing have been incorporated into the Articles of TELUS Corporation permitting its
directors to make determinations to effect any of the foregoing actions.
In addition, TELUS has systems in place to monitor the level of Canadian ownership on
its Common Shares. For registered shareholders and shares trading on the Toronto
Stock Exchange, a reservation and declaration system requires non-Canadian
purchasers of Common Shares to obtain a reservation number from our transfer agent
and registrar, Computershare Trust Company and to declare whether or not the
purchaser is a Canadian or non-Canadian. For Common Shares trading on the New
York Stock Exchange, non-Canadian ownership is monitored by utilizing the Depository
Trust & Clearing Corporation’s SEG-100 Account program. All TELUS Common Shares
held by non-Canadians must be transferred to this account (no reservation application is
required).
The Telecommunications Act was amended in June 2012 to remove foreign ownership
restrictions for telecommunications common carriers that hold less than a 10% share of
the total Canadian telecommunications services revenues. This change was made to
enable non-Canadian owned entities to start up or acquire Canadian carriers that hold
less than a 10% share of total Canadian telecommunications services revenues.
However, given that TELUS and its affiliates exceed this 10% threshold, we remain
subject to the pre-existing Canadian ownership and control restrictions outlined above.
Canadian ownership requirements for licensees under the Broadcasting Act remain
unchanged.