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TELUS completes
share exchange

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TELUS completes non-voting share exchange effective February 4, 2013


TELUS completed its exchange of all non-voting shares for common shares on a one-for-on basis on February 4, 2013.


At a shareholder meeting on October 17, 2012 TELUS shareholders overwhelmingly approved TELUS’ revised proposal to exchange non-voting shares into common shares on a one-for-one basis. Of the votes cast, 62.9 per cent of common shares and 99.5 per cent of non-voting shares were in favour of the exchange.


In December, the Supreme Court of B.C. approved the share exchange and dismissed Mason Capital’s appeals. However, Mason filed a further appeal and the court issued a stay postponing the exchange until this appeal was concluded. Mason announced in January 2013 that its previously-reported hedged position of approximately 19 per cent of TELUS common shares had been reduced to 3.4 per cent. On January 25, 2013 Mason and TELUS agreed to abandon all litigation, allowing the share exchange to be completed effective on February 4, 2013. The agreement did not involve the payment of funds to either party.


TELUS now has a single class of common shares, which are trading on the New York Stock Exchange (NYSE) for the first time, as well as the Toronto Stock Exchange (TSX). Having a single class of widely traded shares should benefit all shareholders through enhanced marketability and trading volumes and enhances TELUS’ track record of excellence in corporate governance.


TELUS non-voting shares were delisted from the NYSE on February 4, 2013 and from the TSX on February 8, 2013. TELUS common shares were listed and began trading on the NYSE on February 4, 2013 under the symbol “TU,” the same symbol under which TELUS’ non-voting shares had traded previously. The additional common shares issued began trading on the TSX on February 11, 2013 under the current symbol ‘T.’


Registered shareholders who held non-voting shares certificates do not need to take any action. A DRS (Direct Registration System) advice form was mailed to registered shareholders for the total number of common shares received upon the exchange. This allows registered shareholders to hold their new common shares in “book-entry” form without having a physical share certificate. TELUS’ agent Computershare mailed the DRS Advice forms to registered holders of former non-voting shares on February 13, 2013.

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