Telus 2015 Annual Report Download - page 27

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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 shares 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. Shareholders also approved
amendments at the same meeting to modernize the Articles, address statutory and
regulatory changes 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.
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 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 as noted above on pages 22 and 23.
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 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 determines