US Cellular 2008 Annual Report Download - page 93

Common Shares, $.01 par value, (the ‘‘TDS Series A Shares’’) and Preferred Shares, $.01 par value (the
‘‘TDS Preferred Shares’’). As of February 28, 2009, 51,646,391 TDS Common Shares (excluding
5,435,178 TDS Common Shares held by TDS and a subsidiary of TDS), 54,090,003 TDS Special
Common Shares (excluding 9,352,421 TDS Special Common Shares held by TDS and a subsidiary of
TDS), 6,460,792 TDS Series A Shares (representing a total of 112,197,186 shares of common stock) and
8,525 TDS Preferred Shares were outstanding.
The TDS Series A Shares have ten votes per share, and TDS Common Shares and TDS Preferred
Shares have one vote per share, for total voting power of 116,262,836 votes at February 28, 2009 with
respect to matters other than the election of directors. The holders of TDS Series A Shares, TDS
Common Shares and TDS Preferred Shares vote as a single group, except with respect to matters as to
which the Delaware General Corporation Law grants class voting rights and with respect to the election
of directors. Each of the outstanding TDS Special Common Shares is entitled to one vote per share in
the election of 25% of the directors of TDS, rounded up to the nearest whole number, plus one director
(or four of the twelve present directors).. Other than the election of directors, the TDS Special Common
Shares have no votes except as otherwise required by law.
With respect to the election of directors, the holders of TDS Common Shares and TDS Special
Common Shares are entitled to elect 25% of the directors of TDS, rounded up to the nearest whole
number, plus one director, and the holders of TDS Series A Shares and TDS Preferred Shares, voting as
a group, are entitled to elect the remaining members of the board of directors of TDS.
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