telus_f-3.htm
As
filed with the Securities and Exchange Commission on November 6, 2009
Registration
Statement No. 333-
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TELUS
CORPORATION
(Exact
name of Registrant as specified in its charter)
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British
Columbia, Canada
(State
or Other Jurisdiction of
Incorporation
or Organization)
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4812
(Primary
Standard Industrial
Classification
Code Number)
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Not
applicable
(I.R.S.
Employer
Identification
Number)
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555
Robson Street
Vancouver,
British Columbia V6B 3K9, Canada
Tel:
(604) 432-2151
(Address,
including zip code, and telephone number
including
area code, of Registrant's principal executive offices)
CT
Corporation System
111
Eighth Avenue, 13th
Floor
New
York, New York 10011
(212)
590-9200
(Name,
address, including zip code, and telephone number
including
area code, of Agent for Service)
Copies
to:
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Richard
B. Aftanas
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square,
New
York, New York 10036
(212)
735-3000
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Audrey
T. Ho
TELUS
Corporation
Floor
8, 555 Robson Street,
Vancouver,
British Columbia V6B 3K9,
Canada
(604)
697-8044
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Elizabeth
J. Harrison, Q.C.
Farris,
Vaughan, Wills & Murphy
26th
Floor, 700 West Georgia Street
Vancouver,
British Columbia V7Y 1B3, Canada
(604)
684-9151
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Approximate
date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration
Statement.
If
the only securities being registered on this form are to be offered pursuant to
dividend or interest reinvestment plans, please check the following box. x
If
any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
check the following box. x
If
this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of
Securities
to Be Registered
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Amount to
be Registered
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Proposed
Maximum
Offering
Price
Per
Unit(1)
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Proposed
Maximum
Aggregate
Offering
Price (1)
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Amount
of
Registration
Fee
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Non-Voting
Shares
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10,000,000 |
$29.72
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$297,200,000
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$16,583.76
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457 of the Securities Act of 1933, as amended, based on the average
of the high and low sale prices of the Company's Non-Voting Shares
reported on the New York Stock Exchange on November 5,
2009.
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PROSPECTUS
Dividend
Reinvestment and Share Purchase Plan
10,000,000
Non-Voting Shares
TELUS
CORPORATION
We
are offering our Non-Voting Shares through our Amended and Restated Dividend
Reinvestment and Share Purchase Plan (the "Plan"). The Plan provides
you with an economical and convenient way to purchase additional Non-Voting
Shares. Our Non-Voting Shares are traded on the New York Stock
Exchange under the symbol "TU" and on the Toronto Stock Exchange under the
symbol "T.A". On November 5, 2009, the last reported trading price of
the Non-Voting Shares on the New York Stock Exchange was
US$29.97. Some of the significant features of the Plan are as
follows:
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You
may purchase additional Non-Voting Shares by automatically reinvesting
your cash dividends in our Non-Voting Shares.
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You
may purchase additional Non-Voting Shares by making optional cash
investments of Canadian $100 to Canadian $20,000 per calendar
year.
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The
price to you of all Non-Voting Shares purchased with the reinvestment of
dividends will be the weighted average trading price for all trades of
Non-Voting Shares on the Toronto Stock Exchange for the twenty (20)
trading days immediately preceding the date on which the Non-Voting Shares
are purchased for you, less any discount that we may determine from time
to time of up to 5%. At the date hereof this discount has been
set at 3%.
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The
price to you of all Non-Voting Shares purchased with optional cash
payments will be 100% of the weighted average trading price for all trades
of our Non-Voting Shares on the Toronto Stock Exchange for the twenty (20)
days immediately preceding the date on which the Non-Voting Shares are
purchased for you.
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Your
participation in the Plan is voluntary and you may commence or terminate
your participation at any time. If you do not elect to
participate in the Plan, you will continue to receive cash dividends, as
declared, in the usual manner.
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We
cannot estimate the anticipated proceeds from the issuance of Non-Voting
Shares under the Plan, which will depend upon the market price of our
Non-Voting Shares, the extent of shareholder participation in the Plan and other
factors.
Investing
in our Non-Voting Shares involves risks. See "Forward-Looking Information" on
page 3 of this prospectus. See also "Risk Factors" on page 2 of this
prospectus for a discussion of certain factors relevant to an investment in our
Non-Voting Shares.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the securities or determined whether this prospectus
is truthful or complete. Any representation to the contrary is a
criminal offense.
The
date of this prospectus is November 6, 2009
TABLE
OF CONTENTS
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WHERE
YOU CAN FIND MORE INFORMATION
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1
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INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
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1
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ENFORCEABILITY
OF CIVIL LIABILITIES IN THE UNITED STATES
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2
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RISK
FACTORS
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2
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FORWARD-LOOKING
STATEMENTS
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3
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EXCHANGE
RATE INFORMATION
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4
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OVERVIEW
OF THE COMPANY
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4
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USE
OF PROCEEDS
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4
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SUMMARY
OF THE PLAN
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4
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THE
PLAN
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11
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An
Overview
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11
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Definitions
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12
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Eligible
Shareholders
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12
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Participation
in the Plan
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12
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Optional
Cash Payments
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13
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Price
of Non-Voting Shares
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13
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Statements
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14
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Certificates
for Shares Held in the Plan
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14
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Sale
of Shares Held in the Plan
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15
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Exit
from the Plan
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15
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Termination
from the Plan
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Voting
of Shares Held by the Plan Agent
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16
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Rights
Offerings
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16
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Stock
Dividends and Stock Splits
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Responsibilities
of the Company, the Plan Agent and Participants
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Amendment,
Suspension or Termination of the Plan
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Administration
of the Plan
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Notices
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Currency
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Effective
Date of the Amended and Restated Plan
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DESCRIPTION
OF THE NON-VOTING SHARES TO BE REGISTERED AND THE COMPANY'S SHARE
CAPITAL
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19
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GENERAL
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
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24
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CERTAIN
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
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LEGAL
MATTERS
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28
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EXPERTS
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29
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EXPENSES
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30
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WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the information requirements of the U.S. Securities Exchange Act
of 1934, as amended, which we refer to as the Exchange Act, and, accordingly,
file reports with and furnish other information to the Securities and Exchange
Commission (the "Commission"). Under the multi-jurisdictional disclosure system
adopted by the United States, these reports and other information (including
financial information) may be prepared, in part, in accordance with the
disclosure requirements of Canada, which differ from those in the United States.
The reports and other information we file with or furnish to the Commission in
accordance with the Exchange Act can be inspected and copied, at prescribed
rates, at the public reference room maintained by the Commission at 100 F
Street, N.E., Washington, D.C. 20549. You may call the Commission at
1-800-SEC-0330 for more information on the operation of the public reference
room. The Commission maintains a website at www.sec.gov that contains reports
and other information that we file or furnish electronically with the
Commission. You can also find information about the Company on our website at
www. telus.com. However, any information that is included on or linked to our
website is not a part of this prospectus.
We
have filed under the United States Securities Act of 1933, as amended (the
"Securities Act") a registration statement on Form F-3 relating to our Plan.
This prospectus forms a part of the registration statement. This prospectus does
not contain all of the information included in the registration statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information about us and
our Non-Voting Shares you are encouraged to refer to the registration
statement and the exhibits that are incorporated by reference into it.
Statements contained in this prospectus describing provisions of the Plan are
not necessarily complete, and in each instance reference is made to the copy of
the Plan which is included as an exhibit to the registration statement, and each
such statement in this prospectus is qualified in all respects by such
reference.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
Commission allows us to "incorporate by reference" into this prospectus certain
documents that we file with or furnish to the Commission. This means that we can
disclose important information to you by referring to those documents. The
information incorporated by reference is considered to be an important part of
this prospectus, and later information that we file with the Commission will
automatically update and supersede that information. The following documents,
which we have filed with or furnished to the Commission, are specifically
incorporated by reference in this prospectus:
We
incorporate by reference the documents listed below:
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our
Annual Report on Form 40-F for the year ended December 31, 2008, which
contains our audited financial statements for such fiscal
year;
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all
other reports filed by our company under Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, including reports on Form 6-K, since
December 31, 2008; and
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the
description of our Non-Voting Shares contained in our Registration
Statement on Form 8-A filed on October 6, 2000 under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report
updating this description.
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In
addition, we incorporate by reference all Annual Reports on Form 40-F we file
with the Commission between the date of this prospectus and the termination of
the offering of the securities. We may also incorporate by reference
future filings on Form 6-K by identifying in such forms that they are being
incorporated in this prospectus.
We
will provide without charge to each person to whom a copy of this prospectus has
been delivered, upon request, a copy of any or all of the documents referred to
above that have been or may be incorporated in this prospectus by
reference. Requests for copies should be directed to Computershare
Investor Services Inc., 600, 530 B 8th Avenue SW, Calgary, AB T2P 3S8, Canada,
telephone number 1-800-558-0046.
You
may also inspect information about TELUS Corporation at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York 10005.
Our
company is a "foreign private issuer" as defined in the Exchange Act. As a
result, our proxy solicitations are not subject to the disclosure and procedural
requirements of Regulation 14A under the Exchange Act and transactions in
our shares by our officers and directors are exempt from Section 16 of the
Exchange Act.
Any
statement contained in a document incorporated by reference in this prospectus
shall be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained in herein or therein or in any other
later filed document which also is incorporated by reference in this prospectus
modifies or supersedes that statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
ENFORCEABILITY
OF CIVIL LIABILITIES IN THE UNITED STATES
We
are organized under the laws of British Columbia, Canada. Many of our
directors, controlling persons, officers and experts named in this prospectus
are residents of Canada or other jurisdictions outside the United States and a
substantial part of our assets are located outside the United
States. As a result, it may be difficult for shareholders to effect
service within the United States upon those directors, controlling persons,
officers and experts who are not residents of the United States, or to realize
in the United States upon judgments of the courts of the United States that are
based on the civil liability provisions of the United States federal securities
laws. We have been advised by Farris, Vaughan, Wills & Murphy,
our Canadian counsel, that, in their opinion, there is doubt about the
enforceability in Canada against us or our directors, controlling persons,
officers and experts who are not residents of the United States in original
actions for enforcement of judgments of United States courts of liabilities
based solely on United States federal securities laws.
RISK
FACTORS
Before
you decide to participate in the Plan and invest in our Non-Voting Shares, you
should be aware of the following material risk in making such an investment. You
should consider carefully this risk factor together with all risk factors and
information included or incorporated by reference in this prospectus, including
the matters set forth in the section "Risk and risk management" set forth in our
Annual Report on Form 40-F, and in Management's Discussion and Analysis of
financial results set forth in our interim unaudited financial statements on
Form 6-K, before you decide to participate in the Plan and purchase Non-Voting
Shares. In addition, you should consult your own financial and legal advisors
before making an investment.
Risks
Related to the Plan
You
will not know the price of the Non-Voting Shares you are purchasing under the
Plan at the time you authorize the investment or elect to have your
distributions reinvested.
The
price of our Non-Voting Shares may fluctuate between the time you decide to
purchase Non-Voting Shares under the Plan and the time of actual purchase. In
addition, during this time period, you may become aware of additional
information that might affect your investment decision.
FORWARD-LOOKING
STATEMENTS
Certain
statements contained and incorporated by reference in this Form F-3 constitute
"forward-looking statements". When used in this Form F-3 or the documents
incorporated by reference herein, the words "may", "will", "expect", "plan",
"anticipate", "estimate", "product", "forecast", "outlook", "potential",
"continue", "should", "likely", or the negative of these terms or other similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are not historical facts but reflect expectations,
estimates and projections. These forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results or events to
differ materially from current expectations. These risks include, but are not
limited to:
Competition
(including more active price competition; the likelihood of new wireless
competitors beginning to offer services in late 2009 and into 2010 as a result
of the 2008 advanced wireless services (AWS) spectrum auction; as well as
variability in subscriber acquisition and retention costs that are dependent on
subscriber loading and retention volumes, smartphone sales and subsidy levels,
and TELUS TV installation costs); economic growth and
fluctuations (including strength and persistence of the economic recovery
in Canada, and pension performance, funding and expenses); capital expenditure
levels (increased in 2009 and potentially in future years due to the
Company’s wireline broadband initiatives, fourth generation (4G) wireless
deployment strategy, and any new Industry Canada wireless spectrum auctions);
financing and debt
requirements (including ability to carry out refinancing activities and
fund share repurchases); tax matters
(including acceleration or deferral of required payments of significant amounts
of cash taxes); human
resource developments (including collective bargaining in the TELUS
Québec region); business integrations and
internal reorganizations (including ability to successfully implement
cost reduction initiatives); technology (including
reliance on systems and information technology, broadband and wireless
technology options, choice of suppliers and suppliers’ ability to maintain and
service their product lines, expected technology and evolution path and
transition to 4G technology, expected future benefits and performance of
high-speed packet access (HSPA) / long-term evolution (LTE) wireless technology,
successful implementation of the wireless network build and sharing arrangement
with Bell Canada to achieve cost efficiencies and reduce deployment risks,
successful deployment and operation of new wireless networks and successful
introduction of new products (such as the Apple iPhone and other new HSPA
devices), new services and supporting systems); regulatory approvals and
developments (including interpretation and application of tower sharing
and roaming rules, the design and impact of future spectrum auctions, and
possible changes to foreign ownership restrictions); process risks
(including conversion of legacy systems and billing system integrations, and
implementation of large complex enterprise deals that may be adversely impacted
by available resources and degree of co-operation from other service providers);
health, safety and
environmental developments; litigation and legal
matters; business continuity
events (including manmade and natural threats); any future acquisitions or
divestitures; and other risk factors
discussed herein and listed from time to time in TELUS’ reports and public
disclosure documents including its annual report, annual information form, and
other filings with securities commissions in Canada (on SEDAR at sedar.com) and
in its filings in the United States, including Form 40-F (on EDGAR at
sec.gov).
These
factors and other risk factors, including those under "Risk Factors" above,
represent risks our management believes are material. Other factors not
presently known to us or that we presently believe are not material, could also
cause actual results to differ materially from those expressed in the
forward-looking statements contained and incorporated by reference herein.
Accordingly, undue reliance should not be placed on these forward-looking
statements. We do not undertake any obligation to update publicly or to revise
any of the forward-looking statements contained or incorporated by reference in
this Form F-3, whether as a result of new information, future events or
otherwise, except as required by law, rule or regulation.
EXCHANGE
RATE INFORMATION
In
this prospectus, unless otherwise indicated, all references to "dollars" or "$"
are to Canadian dollars. The Bank of Canada noon rate on November 5,
2009 was Cdn. $1.0651 = U.S. $1.00. The following table sets forth, for the
dates indicated, certain exchange rate information based on the Bank of Canada
rate:
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December
31, 2008
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1.2246
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December
31, 2007
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0.9881
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December
29, 2006
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1.1653
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OVERVIEW
OF THE COMPANY
TELUS
was incorporated under the Company Act (British
Columbia) (the "BC Company Act") on October 26, 1998 under the name
BCT. TELUS Communications Inc. ("BCT"). On January 31, 1999, pursuant to a
court-approved plan of arrangement under the Canada Business Corporations Act
among BCT, BC TELECOM Inc. ("BC TELECOM") and the former Alberta based
TELUS Corporation ("TC"), BCT acquired all of the shares of each of BC
TELECOM and TC in exchange for common shares and non-voting shares of BCT, and
BC TELECOM was dissolved. On May 3, 2000, BCT changed its name to
TELUS Corporation and in February 2005, the Company transitioned under the
Business Corporations Act
(British Columbia), successor to the BC Company Act. TELUS
maintains its registered office at Floor 21, 3777 Kingsway, Burnaby,
British Columbia, and its executive office at Floor 8, 555 Robson
Street, Vancouver, British Columbia, V6B 3K9.
TELUS
is a leading national telecommunications company in Canada, offering a wide
range of wireline and wireless communications products and services including
data, voice and entertainment. TELUS is the largest incumbent telecommunications
company in western Canada and one of the largest telecommunications companies in
Canada. Our Common Shares and Non-Voting Shares are listed on the Toronto Stock
Exchange ("TSX") under the symbols "T" and "T.A.", respectively, and the
Non-Voting Shares are also listed on the New York Stock Exchange ("NYSE") under
the symbol "TU".
Our
registered office is at Floor 21, 3777 Kingsway, Burnaby, British Columbia, V5H
3Z7 and our executive office is at Floor 8, 555 Robson Street, Vancouver,
British Columbia, V6B 3K9.
USE
OF PROCEEDS
We
will receive proceeds from the sale of Non-Voting Shares from our
treasury. The amount of the proceeds that we will receive will depend
on the number of Participants in the Plan, the amount of dividends we pay, the
amount of optional cash contributions and the price at which we sell the
Non-Voting Shares to the Plan Agent. We do not expect the amount of
proceeds that we receive on any dividend reinvestment date to be
material. We will use any proceeds we receive for general corporate
purposes, including investment in network infrastructure and reduction of
debt.
SUMMARY
OF THE PLAN
The
following summary of our Dividend Reinvestment and Share Purchase Plan is
intended as a general guide to the main features of the Plan and may omit
information that is important to you. You should carefully read the
entire text of the plan contained in this prospectus before you decide to
participate in the Plan.
What
is the Plan?
The
Plan allows eligible holders of our shares to acquire Non-Voting Shares through
reinvestment of the cash dividends paid on their
shareholdings. Dividends that Participants have elected to reinvest
will be used to purchase Non-Voting Shares. The Non-Voting Shares purchased from
dividends may be issued from treasury to Participants at a discount of up to 5%
from the weighted average trading price for all trades of Non-Voting Shares on
the TSX for the twenty (20) trading days immediately preceding the date on which
the Non-Voting Shares are purchased for you. At the date hereof this
discount has been set at 3%. The Non-Voting Shares purchased from
optional cash payments will be issued from treasury at 100% of the weighted
average trading price for all trades of Non-Voting Shares on the TSX for the
twenty (20) trading days immediately preceding the date on which the Non-Voting
Shares are purchased for you.
Participants
in the Plan also have the option to make cash payments to purchase additional
Non-Voting Shares. Cash payments shall not be less than $100 per transaction nor
greater than $20,000 per calendar year per Participant. The
Non-Voting Shares purchased using optional cash payments will be issued by TELUS
from treasury at the average market price.
What
are the main advantages of enrolling in the Plan?
The
main advantages of enrolling in the Plan are as follows:
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the
convenience of having cash dividends automatically reinvested into
Non-Voting Shares instead of receiving cash dividends, thereby dollar cost
averaging these purchases;
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the
ability to purchase Non-Voting Shares without having to pay service
charges, administrative fees or brokerage fees and at a discount for
Non-Voting Shares purchased on the reinvestment of
dividends;
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full
reinvestment of cash dividends as the Plan allows fractions of Non-Voting
Shares and cash dividends on those fractions to be included in your
account;
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the
ability to have the Plan Agent sell your Plan shares for you at a very
reasonable cost; and
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convenient
tracking of your Plan shares with quarterly
statements.
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Who
may participate?
Any
registered holder of Common Shares or Non-Voting Shares, who is resident in
Canada or the United States, may participate in the
Plan. Shareholders residing outside of Canada and the United States
may be eligible to participate in the Plan, subject to proof of compliance with
any restrictions in the laws of their country.
Non-registered
beneficial holders
Non-registered
beneficial holders of Common Shares or Non-Voting Shares (i.e., shareholders who
hold their shares through a financial institution, broker, nominee or other
intermediary) should consult with that intermediary to determine the procedures
for participation in the Plan. The administrative practices of such
intermediaries may vary and accordingly the various dates by which actions must
be taken and documentary requirements set out in the Plan may not be the same as
those required by intermediaries. Some intermediaries may require non-registered
beneficial shareholders to become registered shareholders in order to
participate in the Plan. There may be a fee charged by some intermediaries for
beneficial non-registered shareholders to become registered shareholders, which
will not be paid for by TELUS or the Plan Agent.
What
are the most common questions and answers respecting the Plan?
The
highlights of the Plan are described in the following series of questions and
answers. Details are given in the official text of the Plan, which is an Exhibit
hereto.
1. How
do I have my dividends reinvested?
To
have your dividends reinvested, complete the Enrollment Form and send it to the
Plan Agent. This form may be obtained from the Plan Agent (see contact
information below) or online at telus.com/drisp.
Dividends
on any class of shares that you elect to enroll in the Plan on the Enrollment
Form will be reinvested in the purchase of Non-Voting Shares.
If
your Common Shares or Non-Voting Shares are registered in different names, a
separate Enrollment Form must be completed for each different
registration. Accordingly, it is recommended that you register all
your Common Shares or Non-Voting Shares in exactly the same name (e.g. all are
registered in your full name or, alternatively, all are registered with the same
initials and surname). You can contact the Plan Agent to confirm how
your shares are registered.
2.
If I enroll my Non-Voting
Shares in the Plan, are my Common Shares automatically enrolled in the Plan as
well?
No.
Common Shares that you own must be specifically identified on the Enrollment
Form in order to be enrolled in the Plan.
3.
How do I make optional
cash payments?
You
must enroll either your Common Shares or Non-Voting Shares in the Plan in order
to be eligible to make optional cash payments. Initially, a cash payment may be
made when enrolling in the Plan by enclosing a cheque or money order payable to
"Computershare" with the completed Optional Cash Payment Form. An Optional Cash
Payment Form is available on request from the Plan Agent (see contact
information) and is also sent out with the quarterly statement. Please do not
send share certificates, dividend cheques or third party cheques.
After
enrollment, future cash payments may be made by using the Optional Cash Payment
Form, which can be obtained from Computershare or at
telus.com/drisp. For your convenience, the form is also sent out with
the quarterly statement. Again, all cheques or money orders must be payable to
"Computershare".
Optional
cash payment amounts can vary month to month and there is no obligation to make
continuing cash payments. Payments must be a minimum of $100 per transaction,
and must not exceed $20,000 per calendar year. Optional cash payments
received by the Plan Agent during a calendar month (on or prior to the last
business day) will be applied to the purchase from TELUS of Non-Voting Shares
under the Plan on the first business day of the following calendar month. For
your convenience, you may send the Plan Agent a series of post-dated cheques
(dated the last business day of the month) with your Optional Cash Payment
Form.
4.
If I purchase additional
Common Shares or Non-Voting Shares in the future, will the dividends
automatically be reinvested in Non-Voting Shares?
Yes,
if these shares are registered in the exact same name as your other shares that
are already enrolled for dividend reinvestment. If they are not
registered exactly the same, they will not be included in the Plan. Accordingly,
if you want cash dividends on all your Common Shares or Non-Voting Shares to be
reinvested, you must register all these shares in exactly the same name and
enroll each class of shares for dividend reinvestment.
5.
Can I instruct the Plan
Agent to reinvest only a portion of the dividends earned on any class of shares
that I enrolled in the Plan?
No.
By completing the Enrollment Form, you are directing TELUS to forward to the
Plan Agent cash dividends, less any applicable withholding taxes, on all the
shares that you selected for enrollment on the Enrollment Form and you are
directing the Plan Agent to reinvest those cash dividends in the purchase of
Non-Voting Shares. If you own more than one class of shares, you will
continue to receive cash dividends on any class of shares that you did not elect
to enroll in the Plan on the Enrollment Form. For example, if you hold both
Non-Voting Shares and Common Shares and enroll only your Non-Voting Shares for
dividend reinvestment, you will continue to receive cash dividends on your
Common Shares.
6.
When and how are
Non-Voting Shares purchased for my account?
On
the Investment Date each month, the Plan Agent invests any cash dividends
received and any optional cash payments you have made in the purchase of
Non-Voting Shares. For any Participants who are not residents of
Canada, the amount of the cash dividends reinvested will be the amount remaining
after TELUS has withheld any applicable withholding or non-resident taxes. These
Non-Voting Shares are added to your account in the Plan.
7.
When should I send in my
Enrollment Form or optional cash payments to have Non-Voting Shares purchased
for my account?
Dividend
Reinvestment: Your Enrollment Form must be received by the Plan Agent on or
before the dividend record date for any class of shares you authorized for
dividend reinvestment in order for the cash dividends paid on the corresponding
dividend payment date to be invested in Non-Voting Shares. If your
Enrollment Form is received after the dividend record date, investment of your
cash dividends will not begin until the Investment Date following payment of the
next quarterly dividend.
Optional
Cash Payments: Optional cash payments are invested in Non-Voting Shares on the
Investment Date, which is the first business day of each month. The Plan Agent
must receive your cheque or money order by the last business day of the
preceding month. Any funds received after the deadline will be held by the Plan
Agent and invested on the next Investment Date.
8.
Will I receive any
interest on funds I have sent to the Plan Agent as optional cash
payments?
Interest
will not be paid on any funds held for investment under the Plan; however, you
may post-date your cheques to the last business day of the month.
9.
What is the price of
Non-Voting Shares purchased for the Plan?
TELUS
will issue Non-Voting Shares from its treasury and the price will be the
weighted average market price less, if determined by TELUS, a discount of up to
5% for Non-Voting Shares purchased using cash dividends. At the date hereof, the
discount has been set at 3%. For the Non-Voting Shares issued by TELUS under the
Plan using optional cash payments, the price will be the weighted average market
price.
If
TELUS in the future determines to purchase Non-Voting Shares from the open
market, the price of the Non-Voting Shares purchased under the Plan for
Participants will be the average cost paid by the Plan Agent for all Non-Voting
Shares acquired, excluding brokerage fees, commissions and transaction
costs.
10.
Will I receive statements
as a Participant in the Plan?
Yes,
a quarterly statement will be mailed to you approximately three weeks following
the applicable Investment Dates.
11.
What will the quarterly
statements show?
The
statements will show a continuing record of dividends and optional cash payments
received for reinvestment, purchases and withdrawals made, and Non-Voting Shares
and Common Shares if any, held for your account under the
Plan. Statements should be retained for tax purposes.
12.
Will I automatically
receive certificates for Non-Voting Shares purchased?
No,
certificates for Non-Voting Shares purchased under the Plan will not be issued
to you unless specifically requested. The shares in the Plan are held
in an account for you and you will receive quarterly statements for your
account.
13.
How do I obtain a share
certificate?
Complete
a Request for Share Certificate or Sale Form (found on the back of your
quarterly statement) or write to the Plan Agent. Requests may be for any whole
number of Non-Voting Shares and/or Common Shares held in your account under the
Plan. Complete section (a) on the form. The Plan Agent will normally forward
certificates in the mail within two weeks of receipt of the
request.
14.
How do I sell shares held
in the Plan and still continue in the Plan?
Complete
a Request for Share Certificate or Sale Form (found on the back of your
quarterly statement) or write to the Plan Agent. Requests may be for any whole
number of Non-Voting Shares and/or Common Shares held in your account under the
Plan. Complete section (b) on the form, if you wish to have the Plan Agent sell
the shares on your behalf. You will receive a cash payment from the
Plan Agent for the proceeds of the sale, LESS brokerage commissions,
administrative fees and applicable taxes, if any, within two weeks of the Plan
Agent receiving your request. Alternatively, if you wish to receive
certificates and sell the shares through your investment dealer (they normally
charge a commission to do this), complete section (a) on the form. The
certificates will normally be issued within two weeks of the Plan Agent
receiving your request.
As
you are not closing your account in the Plan, any remaining Non-Voting Shares
and/or Common Shares, including fractions, will continue to be held in your
account and applicable cash dividends on these shares will continue to be
reinvested.
15.
What administrative fees
and brokerage commissions will I be charged if I have the Plan Agent sell shares
in the Plan for me?
The
current fee is $10.00 for each class of shares sold and the commission is 4
cents per share. These amounts are subject to change at any time
without notice.
16.
How do I exit/leave the
Plan?
In
order to exit/leave the Plan, you must complete section (b) entitled Terminate
Participation in the Plan (found on the back of your quarterly statement) or
write to the Plan Agent (see contact information). You can request the Plan
Agent either to sell all your whole Plan shares or to issue certificates for all
your whole Plan shares. You will receive a cash payment for the total
of:
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(a)
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the
cash value of any fractional Plan shares in your account under the
Plan,
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(b)
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the
amount of any uninvested cash held in your account under the Plan,
and
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(c)
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if
you requested the Plan Agent to sell your whole Plan shares, the proceeds
of the sale, LESS brokerage commissions, administration fees and
applicable taxes, if any.
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If
you requested the Plan Agent to issue certificates for your Plan shares, you
will also receive share certificates for the whole shares
requested. The cash payment, and share certificates if any, will
normally be issued within two weeks of receiving the request.
NOTE:
If your request to exit from the Plan is received by the Plan Agent between a
Dividend Record Date on Common Shares or Non-Voting Shares and the corresponding
Dividend Payment Date, settlement of your account (including any sale of shares)
will be delayed until after the Dividend Payment Date. In the worst
case, this delay could be five to six weeks as the cash payment, and share
certificates if any, will be forwarded two to three weeks after the Dividend
Payment Date.
17.
What do I do if I no
longer want the cash dividends on my Common Shares or Non-Voting Shares to be
reinvested?
If
you wish to start receiving cash dividends on all your shareholdings, you must
exit from the Plan (see question 16). However, if you wish to start receiving
cash dividends on only some classes of shares that you own and still reinvest
the dividends on the rest, you can complete a new Enrollment Form, specifying
those classes of shares for which you now wish dividend
reinvestment. The selections made on this new Enrollment Form will
replace all selections made on a previous form.
18.
Are there any risks of
participating in the Plan?
Participants
should recognize that neither TELUS nor the Plan Agent can assure a profit or
protect the Participant against a loss on the shares held under the
Plan.
19.
Will I receive any tax
information?
As
a Participant, you will receive an annual tax slip from the Plan Agent for
reporting dividends paid on the Plan shares. However, TELUS is not providing
income tax advice to any Participant on his or her participation in the Plan.
Accordingly, you should consult your own tax advisor with respect to your
particular circumstances.
Contact
Information
The
Plan is administered by an agent, Computershare Investor Services
Inc. Should you have any questions regarding the Plan, or you wish to
obtain copies of any of the forms referred to in this summary, please contact
the agent or us at one of the numbers listed below:
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Plan
Agent
Computershare
Investor Services Inc.
600,
530 - 8th Avenue SW
Calgary,
AB,
Canada
T2P 3S8
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Telephone
(Toll
free in North America):1-800-558-0046
(Within
Calgary and outside North America):Phone: (403) 267-6555
Fax
(403)
267-6592
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TELUS
Corporation
Investor
Relations
555
Robson, Floor 03
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Telephone
(Toll
free within North America):1-800-667-4871
(outside
North America):
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Vancouver,
BC,
Canada V6B
3K9
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Phone: +1
(604) 643-4113
E-mail
ir@telus.com
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THE
PLAN
Amended
and Restated Dividend Reinvestment and Share Purchase Plan
An
Overview
The
amended and restated Dividend Reinvestment and Share Purchase Plan (the "Plan")
of TELUS Corporation (the "Company") provides a method for eligible registered
holders of Common Shares or Non-Voting Shares to reinvest dividends received on
their shares into additional Non-Voting Shares under the Plan. Participants may
also make optional cash payments of not less than $100 each and not more than
$20,000 per calendar year for each eligible registered holder to be applied to
the purchase of additional Non-Voting Shares under the Plan. Additional
Non-Voting Shares acquired by the Plan Agent under the Plan may be acquired
through the purchase of Non-Voting Shares in the market, or by the issue of
Non-Voting Shares from treasury, as elected by the Company. Any Non-Voting
Shares issued from treasury for the reinvestment of dividends may be issued at a
discount as determined by the Company. Participants under the Plan will not be
charged any brokerage commissions, fees or transaction costs with respect to the
acquisition of Non-Voting Shares under the Plan. If Non-Voting Shares are issued
from treasury, the Company will receive additional funds to be used for general
corporate purposes.
Plan
shares held under the Plan will be registered in the name of the Plan Agent and
recorded in separate accounts maintained by the Plan Agent for each Participant.
The Plan Agent will receive eligible funds, purchase and hold the Non-Voting
Shares purchased under the Plan and report quarterly to Participants.
Certificates for Plan shares which have been purchased for, or are issued by the
Company under, the Plan (excluding any fractional shares) will be issued to any
Participant only upon the written request of the Participant or the
representative of such Participant in the event of the death of the
Participant.
Definitions
Average Market
Price means
the weighted average trading price for all trades of Non-Voting Shares on the
Toronto Stock Exchange for the twenty (20) trading days immediately preceding
the Investment Date.
Common
Shares mean
the common shares of the Company.
Dividend Payment
Date means
the date chosen by the Board of Directors of the Company for the payment of a
dividend on Common Shares or Non-Voting Shares. For Common Shares and
Non-Voting Shares, this historically has been the first business day of January,
April, July and October of each year.
Dividend Record
Date means
the date declared by the Board of Directors of the Company to determine those
shareholders entitled to receive payment of the corresponding dividend on Common
Shares or Non-Voting Shares. This is expected to be about three weeks
before the corresponding Dividend Payment Date.
Investment
Date means
for the reinvestment of dividends on Common Shares or Non-Voting Shares the
Dividend Payment Date, and for the investment of optional cash payments the
first business day of each month.
Market
Purchase has the meaning set forth under "Price of Non-Voting Shares"
(see page 13).
Non-Voting
Shares mean
the non-voting shares of the Company.
Participant
means a registered holder of Common Shares or Non-Voting Shares electing
to participate in the Plan.
Plan means
TELUS Corporation Amended and Restated Dividend Reinvestment and Share Purchase
Plan.
Plan Agent
means Computershare Investor Services Inc., an independent trust company,
who, on behalf of the Participants, administers the Plan.
Plan Shares
mean Common Shares and Non-Voting Shares if any held by the Plan Agent on
behalf of a Participant and credited to the Participant's account under the
Plan.
Shares
mean Common Shares and Non-Voting Shares.
Treasury
Purchase has the meaning set forth under "Price of Non-Voting Shares"
(see page 13).
Eligible
Shareholders
Any
registered holder of shares resident in a jurisdiction where the Non-Voting
Shares are qualified for sale is eligible to enroll in the Plan.
Subject
to any restrictions in the laws of their country of residence, shareholders who
are resident outside Canada may participate in the Plan. However, dividends to
be reinvested by such shareholders who are residents outside of Canada will
continue to be subject to withholding of applicable non-resident tax and the
amount reinvested will be reduced by the amount of the tax
withheld.
A
person who is a beneficial owner but not a registered holder of shares (e.g.
whose Common Shares or Non-Voting Shares are held by an intermediary and
registered in a nominee account) may be required to transfer those shares into
the person's own name or into a specific segregated registered account such as a
numbered account with an intermediary, such as a bank, trust company or broker.
The beneficial owner must make arrangements with the bank, trust company or
broker in order to participate in the Plan.
Participation
in the Plan
An
eligible shareholder may enroll in the Plan at any time by completing an
Enrollment Form and forwarding it to the Plan Agent. For shares registered in
more than one name, all registered holders must sign the Enrollment Form. Also,
where a shareholder's total holding is registered in different names (e.g. full
name on some share certificates and initials and surname on other share
certificates), a separate Enrollment Form must be completed for each style of
registration. If cash dividends from all shareholdings are to be reinvested
under one account, the registration must be identical.
By
completing the Enrollment Form, the Participant directs the Company to forward
to the Plan Agent, cash dividends less any applicable withholding or
non-resident tax, on all of the shares registered in such Participant's name as
specified on the Enrollment Form and directs the Plan Agent to invest such
dividends and any optional cash payments received in Non-Voting Shares under the
Plan for the Participant.
Once
a shareholder has enrolled in the Plan, such shareholder's participation in the
Plan is continuous until exit from the Plan by a Participant, termination by
such Participant or the Company with respect to a Participant from participation
in the Plan, or termination of the Plan by the Company. When enrolling in the
Plan, a completed
Enrollment
Form must be received by the Plan Agent on or before the dividend record date
for the Common Shares or Non-Voting Shares designated on the Enrollment Form in
order for the corresponding dividends on the shares to be reinvested in
Non-Voting Shares under the Plan in accordance with such direction and
authorization.
For
example, in the case of a cash dividend on shares payable on July 1st, if an
Enrollment Form designating shares for dividend reinvestment is received by the
Plan Agent on or before the dividend record date for the cash dividend on such
shares, the July 1 cash dividend and all subsequent cash dividends on all shares
registered identically to that shown on the Enrollment Form will be reinvested
under the Plan. If the Enrollment Form is received after the dividend record
date, the first cash dividend on such shares reinvested under the Plan will be
the cash dividend on shares payable (if declared) on October 1.
A
Participant may stop all reinvestment of cash dividends on such Participant's
Common Shares or Non-Voting Shares if the Plan Agent receives written
notification before the dividend record date for the applicable shares. If a
Participant has sent in an optional cash payment and subsequently decides that
the Participant does not want it invested into Non-Voting Shares, the Plan Agent
must receive written notification prior to the next Investment Date. Any
optional cash payments on which investment has been stopped will be returned to
the Participant as soon as practicable after the written notification has been
received.
Optional
Cash Payments
The
option to make cash payments to purchase Non-Voting Shares is available to
Participants provided that optional cash payments made by any Participant shall
not be less than $100 per transaction or greater than $20,000 per calendar year.
An optional cash payment may be made by using the Optional Cash Payment Form,
sent to Participants with each quarterly statement. A Participant is not
obligated to make optional cash payments at any time or to send the same amount
of money with each Optional Cash Payment Form.
Optional
cash payments received by the Plan Agent on or after an Investment Date will be
invested on the next Investment Date.
All
Non-Voting Shares purchased under the Plan with optional cash payments received
by the Plan Agent on or before a dividend record date for Non-Voting Shares will
be entitled to the dividend on such Non-Voting Shares payable to shareholders of
record on that dividend record date. Non-Voting Shares purchased after that
dividend record date with optional cash payments received by the Plan Agent
under the Plan will not be entitled to that dividend on such Non-Voting Shares.
Cash dividends on Plan shares purchased with optional cash payments, less any
withholding or non-resident tax, will automatically be reinvested.
No
interest will be paid by the Company or the Plan Agent on any funds received
prior to an Investment Date.
Price
of Non-Voting Shares
Non-Voting
Shares to be acquired under the Plan will be, at the Company's election, either
(i) Non-Voting Shares purchased on the open market through the facilities of the
Toronto Stock Exchange ("Market Purchase") or (ii) newly issued Non-Voting
Shares purchased from the Company ("Treasury Purchase").
The
purchase price for Non-Voting Shares acquired under the Plan from the
reinvestment of cash dividends will be:
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(a)
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in
the case of a Market Purchase, the average price paid (excluding brokerage
commissions, fees and transaction costs) per Non-Voting Share by the Plan
Agent for all Non-Voting Shares purchased in respect of a dividend payment
date under the Plan, or
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(b)
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in
the case of a Treasury Purchase, the Average Market Price less a discount,
if any, of up to 5%, at the Company's
election.
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The
purchase price for the Non-Voting Shares acquired under the Plan from optional
cash payments will be:
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(a)
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in
the case of a Market Purchase, the average price paid (excluding brokerage
commissions, fees and transaction costs) for Non-Voting Shares by the Plan
Agent for all Non-Voting Shares purchased in respect of an Investment Date
under the Plan, or
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(b)
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in
the case of a Treasury Purchase, the Average Market
Price.
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The
Company will provide advance notification to Participants if the Non-Voting
Shares will be acquired by way of Market Purchase or Treasury Purchase and if by
Treasury Purchase, any discount offered or any change in the rate of
discount.
Participants
will not be charged any administrative fees or service charges that may be
incurred by the Plan Agent in order to acquire Non-Voting Shares for
Participants' accounts.
Dividends,
less any applicable withholding or non-resident taxes on Common Shares and
Non-Voting Shares enrolled in the Plan and optional cash payments will be
invested in full, which may result in the acquisition of fractions of a
Non-Voting Share for a Participant's account under the Plan. Shares purchased
under the Plan, including fractions calculated to six decimal places, will be
held by the Plan Agent in an account in the Participant's name.
Statements
Plan
shares held by the Plan Agent under the Plan will be registered in the name of
the Plan Agent and recorded in a separate account for each Participant. The Plan
Agent will mail a statement quarterly to each Participant approximately three
weeks following any Investment Date. These statements are a Participant's
continuing record of cash dividends received, purchases and withdrawals made,
and Common Shares, if any, and Non-Voting Shares held by the Plan Agent in such
Participant's account under the Plan. These statements should be retained for
income tax purposes. Income tax reporting information will be sent to
Participants annually as required by law.
Certificates
for Shares Held in the Plan
Share
certificates for Plan shares will not be issued to a Participant unless
specifically requested. This convenience protects against loss, theft or
destruction of share certificates, and reduces administrative costs. The number
of Plan shares credited to an account under the Plan (less any Plan shares
delivered to, or sold on behalf of, the Participant) will be shown on the
Participant's quarterly statement.
A
Participant may, upon prior written request to the Plan Agent, have share
certificates issued and registered in the Participant's name for any number of
whole Plan shares held in his account under the Plan. Any remaining number of
whole Plan shares, and fractions thereof, will continue to be held in the
Participant's account under the Plan.
Accounts
under the Plan are maintained in the names in which certificates of the
Participants were registered at the time they enrolled in the Plan.
Consequently, certificates for whole Plan shares issued on request of a
Participant will be similarly registered when issued.
Sale
of Shares Held in the Plan
A
Participant who wishes to sell any number of whole Plan shares held for that
Participant may request the Plan Agent to sell on such Participant's behalf a
specified number of whole Plan shares from the account of such Participant. When
so requested by a Participant, the Plan Agent will sell the specified number of
whole Plan shares on behalf of the Participant through a stock broker designated
by the Plan Agent, as soon as practicable following receipt by the Plan Agent of
the Participant's instructions. The proceeds of such sale, less brokerage
commissions, administrative fees and applicable taxes, if any, will be paid to
the Participant by the Plan Agent. Common Shares or
Non-Voting Shares that are to be sold for a Participant may be commingled with
Common Shares or Non-Voting Shares respectively of other Participants requesting
a sale of Plan shares, in which case the proceeds to each Participant will be
based on the average sale prices and the average brokerage commissions of all
Common Shares or Non-Voting Shares so commingled.
When
a Participant withdraws, or requests the Plan Agent to sell on behalf of such
Participant, the balance of the Plan shares held in the Plan account for such
Participant (except for any fractional Plan share), the value of the fraction
will be calculated as set out for the treatment of fractional shares on exiting
from the Plan and paid out to the Participant in cash.
Exit
from the Plan
A
Participant may exit at any time from the Plan by providing written notice to
the Plan Agent. After the effective date of such exit, cash dividends will be
paid directly to the Participant. If the notice is received between a dividend
record date and the related dividend payment date, the notice will not be
effective until after the corresponding cash dividend amount has been reinvested
under the Plan.
Upon
exit from the Plan, a Participant may request the Plan Agent to either sell or
issue to the Participant certificates for all the whole Plan shares held by the
Plan Agent for the Participant's account. The exiting Participant will receive
from the Plan Agent a cash payment for the total of (a) the value of any unsold
fractions of Plan shares in the account for such Participant, (b) any uninvested
cash held for such Participant's account and (c) if the Plan Agent was requested
to sell the Participant's Plan shares, the net proceeds of the sale, if any,
less any applicable withholding or non-resident taxes, fees and commissions. If
the Participant requested certificates for the whole Plan shares held for such
Participant's account, the requested certificates will accompany the
payment.
If
a sale of the Participant's whole Plan shares is required by the notice of exit,
or upon notice of termination of the Plan, such sale will be made by the Plan
Agent in the same manner as described above under the heading "Sale of Plan
Shares". With respect to any fraction of a Common Share or Non-Voting Share, the
Plan Agent will pay cash less any applicable withholding or non-resident taxes,
based on the market price of the Common Shares or Non-Voting Shares respectively
at the time of sale of any remaining whole number of Common Shares or Non-Voting
Shares held in the account for such Participant or, failing that, the market
price of the Common Shares or Non-Voting Shares, respectively, at the time the
certificate is issued.
Termination
from the Plan
Participation
in the Plan will be terminated upon receipt by the Plan Agent of a written
notice, satisfactory to the Plan Agent, of the death of a Participant. In such
case, certificates for the number of whole Plan shares in account for such
Participant under the Plan will be issued in the name of the deceased
Participant (or another name on receipt of appropriate direction from the
executor or administrator). The Plan Agent will send such
certificates,
together
with a cash payment for any uninvested cash, uninvested dividends on Plan shares
and the value of any fractions of Plan shares, to the representative of the
deceased Participant.
Participation
in the Plan may be terminated, at the option of the Company, if the number of
Non-Voting Shares purchased through the Plan by a Participant over a period of
twelve consecutive months does not exceed a certain minimum number of whole
Non-Voting Shares determined by the Company, at its discretion, from time to
time. Initially, this minimum number is set at one whole Non-Voting Share. In
the event that participation is terminated by the Company for this reason, share
certificates will be issued for all Plan shares held in the Participant's
account, except for fractions thereof which will be paid to the Participant in
cash, calculated in same manner as set out for the treatment of fractional
shares on exiting from the Plan.
In
the event that a Participant in the Plan becomes ineligible to participate in
the Plan (by change of status or otherwise), the participation of such
Participant will be terminated by the Plan Agent. In this case, share
certificates for the number of whole Plan shares held for the account of the
Participant will be issued in the name of the Participant and the Plan Agent
will send the certificates, together with a cash payment for any uninvested
cash, uninvested cash dividends less any withholding or non-resident taxes, on
Plan shares and the value of any fractions of Plan shares, to the
Participant.
Participation
in the Plan may be terminated, at the option of the Company, at its sole
discretion, if the number of shares registered for participation in the Plan by
any Participant fluctuates significantly around dividend record dates on a
regular basis, reflecting an inappropriate use of the Plan.
Voting
of Shares Held by the Plan Agent
Voting
of all Common Shares, if any, and, when applicable, Non-Voting Shares (excluding
any fractions thereof) held in the Participant's account under the Plan will be
voted in accordance with each Participant's proxy. Common Shares or Non-Voting
Shares for which a proxy is not received will not be voted.
Rights
Offerings
In
the event the Company makes available to its holders of Common Shares and/or
Non-Voting Shares rights to subscribe for additional Common Shares and/or
Non-Voting Shares or other securities, rights certificates evidencing such
rights will be issued by the Company to each Participant for the number of
Common Shares and/or Non-Voting Shares, as the case may be, (excluding any
fractions thereof) held for the Participant's account under the Plan on the
record date of such rights issue. Rights based on a fraction of a Common Share
and/or Non-Voting Share held for a Participant's account will be sold for such
Participant by the Plan Agent and the net proceeds will be invested on the next
Investment Date.
Stock
Dividends and Stock Splits
Any
Common Shares and/or Non-Voting Shares distributed pursuant to a stock dividend
on, or a stock split of, Common Shares and/or Non-Voting Shares respectively
held by the Plan Agent for a Participant under the Plan will be retained by the
Plan Agent and credited, net of any applicable withholding or non-resident
taxes, to the account of the Participant. Certificates for any Common Shares
and/or Non-Voting Shares resulting from a stock dividend on or a stock split of
Common Shares and/or Non-Voting Shares respectively held on the record date by a
Participant outside of the Plan will be mailed directly to the Participant in
the same manner as to shareholders who are not participating in the
Plan.
Responsibilities
of the Company, the Plan Agent and Participants
Neither
the Company nor the Plan Agent shall be liable for any act, or for any omission
to act, in connection with the operation of the Plan including, without
limitation, any claims of liability:
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(a)
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arising
out of failure to terminate a Participant's account upon such
Participant's death prior to receipt of notice in writing of such
death;
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(b)
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with
respect to the prices at which Non-Voting Shares are issued or at which
Common Shares or Non-Voting Shares are sold for the Participant's account
and the times such purchases or sales are made;
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(c)
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relating
to the tax liability of the Participant, or any withholding or any
non-resident taxes; or
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(d)
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actions
taken as a result of inaccurate and incomplete information or
instructions.
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Participants
should recognize that neither the Company nor the Plan Agent can assure a profit
or protect the Participant against a loss on the Plan shares held for the
Participant under the Plan.
Amendment,
Suspension or Termination of the Plan
The
Company reserves the right to amend, suspend or terminate the Plan at any time,
but any such action shall not have retroactive effect that would prejudice the
interests of the Participants. All Participants will be sent written notice of
any such amendment, suspension or termination. In the event of termination of
the Plan by the Company, certificates for Plan shares (excluding any fractions
thereof) held for Participants' accounts under the Plan and all cash amounts,
including but not limited to, net proceeds from the sale of any fractions of
Plan shares, uninvested optional cash payments or other moneys will be remitted
to the Participants as soon as practicable by the Plan Agent. In the event of
suspension of the Plan by the Company, no investment will be made by the Plan
Agent on the Investment Date immediately following the effective date of such
suspension. Any cash held in a Participant's account which is not invested as of
the effective date of such suspension and dividends on Common Shares and
Non-Voting Shares which are subject to the Plan and which are paid after the
effective date of such suspension will be remitted by the Plan Agent to the
Participants to whom these are due.
Administration
of the Plan
The
Plan Agent acts as agent for the Participants in the Plan pursuant to an
agreement between the Plan Agent and the Company which may be terminated by
either party at any time, upon provision of reasonable notice to the other
party. Should the Plan Agent cease to act as agent for the Participants, another
Plan Agent will be designated by the Company.
Notices
All
notices, statements, cheques and share certificates will be mailed to a
Participant at the last address recorded in the Plan Agent's
records.
Notices,
declarations, requests and cheques from a Participant should be delivered or
mailed to the Plan Agent.
Currency
All
monetary amounts identified in the Plan are stated in Canadian
currency.
Effective
Date of the Amended and Restated Plan
This
Amended and Restated Plan is effective as of September, 2005.
DESCRIPTION
OF THE NON-VOTING SHARES TO BE REGISTERED AND THE COMPANY'S SHARE
CAPITAL
General
The
following sets forth the terms and provisions of the existing capital of the
Company. The Company is authorized under its Notice of Articles to
issue up to 1,000,000,000 shares of each class of first preferred shares ("First
Preferred Shares"), second preferred shares ("Second Preferred Shares"),
Non-Voting Shares or Common Shares. Certain of the rights and
attributes of each class are described below.
Common
Shares and Non-Voting Shares
Priority
The
holders of Common Shares and Non-Voting Shares shall be entitled to participate
equally with each other as to dividends and the Company shall pay dividends
thereon, as and when declared by the Board of Directors of the Company out of
monies properly applicable to the payment of dividends, in amounts per share and
at the same time on all such Common Shares and Non-Voting Shares at the time
outstanding as the Board of Directors of the Company may from time to time
determine. In the event of the liquidation, dissolution or winding-up
of the Company or other distribution of assets of the Company among its
shareholders for the purpose of winding-up its affairs, all the property and
assets of the Company which remain after payment to the holders of any shares
ranking in priority to the Common Shares and Non-Voting Shares in respect of
payment upon liquidation, dissolution or winding-up of all amounts attributed
and properly payable to such holders of such other shares in the event of such
liquidation, dissolution or winding-up or distribution, shall be paid and
distributed equally, share for share, to the holders of the Common Shares and
the Non-Voting Shares, without preference or distinction.
Voting
Rights
The
holders of the Common Shares shall be entitled to receive notice of and to
attend (in person or by proxy) and be heard at all general meetings of the
shareholders of the Company (other than separate meetings of the holders of
shares of any other class of shares of the Company or any other series of shares
of such other class of shares) and to vote at all such general meetings with
each holder of Common Shares being entitled to one vote per Common Share held at
all such meetings. The holders of Non-Voting Shares shall be entitled
to receive notice of and to attend (in person or by proxy) and be heard at all
general meetings of the shareholders of the Company (other than at separate
meetings of the holders of shares of any other class of shares of the Company or
of shares of any other series of shares of any such other class of shares other
than the Common Shares) and shall be entitled to receive all notices of
meetings, information circulars and other written information from the Company
that the holders of Common Shares are entitled to receive from the Company but
not to vote at such general meetings, unless otherwise required by
law.
Anti-Dilution
Neither
the Common Shares nor the Non-Voting Shares shall be subdivided, consolidated,
reclassified or otherwise changed unless contemporaneously therewith the other
class is subdivided, consolidated, reclassified or otherwise changed in the same
proportion and in the same manner.
Non-Voting
Share Conversion Rights
In
the event an offer is made to purchase Common Shares that (i) must, by reason of
applicable securities legislation or the requirements of a stock exchange on
which the Common Shares are listed, be made to all or substantially all of the
holders of Common Shares who are in a province of Canada to which the
requirement applies, and (ii) is not made concurrently with an offer to purchase
Non-Voting Shares that is identical to the offer to
purchase
Common Shares in terms of price per share and percentage of outstanding shares
to be taken up exclusive of shares owned immediately prior to the offer by the
Offeror (as defined in the articles of the Company), and in all other material
respects, and that has no condition attached thereto other than the right not to
take up and pay for shares tendered if no shares are purchased pursuant to the
offer for Common Shares, then each outstanding Non-Voting Share shall be
convertible into one fully paid and non-assessable Common Share at the option of
the holder thereof exercisable during the period commencing on the eighth day
after the date on which the offer to purchase Common Shares was made or deemed
to be made and expiring on the expiry date of such offer.
If
all of the Telecommunications Regulations, the Radiocommunication Regulations
and the Broadcasting Direction (each as defined below) are changed so that there
is no restriction on any non-Canadians (as defined in the Telecommunications
Regulations or the Broadcasting Direction, as applicable) holding Common Shares
in the Company and no requirement that Canadians (as defined in the
Radiocommunication Regulations) hold Common Shares in the Company, a holder of
one or more Non-Voting Shares shall have the right, at his or her option, at any
time after the date of the last to change of the Telecommunications Regulations,
the Radiocommunication Regulations and the Broadcasting Direction; and prior to
the closing of business 90 days thereafter (the "Regulatory Conversion Period")
to convert any one or more of such Non-Voting Shares into Common Shares on a
one-for-one basis. If all of the Telecommunications Regulations, the
Radiocommunication Regulations and the Broadcasting Direction are changed so
that there is no restriction on any non-Canadians (as defined in the
Telecommunications Regulations and the Broadcasting Direction, as applicable)
holding Common Shares in the Company and no requirement that Canadians (as
defined in the Radiocommunication Regulations) hold Common Shares in the Company
and following the Regulatory Conversion Period there are Non-Voting Shares still
outstanding, all holders of Non-Voting Shares shall be deemed to have exercised
their right to convert the Non-Voting Shares held by them into Common Shares
upon receipt by all of the holders of written notice by the Company stating that
the Company is requiring all holders to convert their Non-Voting Shares to
Common Shares on the date specified in such notice. "Telecommunications
Regulations" mean the Canadian Telecommunication Common Carrier Ownership and
Control Regulations made pursuant to the Telecommunications Act (Canada);
"Radiocommunication Regulations" mean the Regulations respecting
Radiocommunications, Radio Authorizations, Exemptions from Authorizations and
the Operation of Radio Apparatus, Radio-Sensitive Equipment and Interface
Causing Equipment, P.C. 1996 — 1679 5 November, 1996, as amended or replaced
from time to time, whether by statute, regulation, direction or by any other
form of legislative instrument, and includes any licences under the
Radiocommunication Act (Canada) held by entities controlled (as defined in the
foregoing Regulations) by the Company; and "Broadcasting Direction" means the
Direction to the Canadian Radio-television and Telecommunications Commission
(Ineligibility of Non-Canadians) P.C. 1997 — 486 8 April 1997, as amended from
time to time and any replacement direction or regulation under the Broadcasting
Act (Canada) or any other form of legislative instrument, with respect
thereto.
Common
Share Conversion Right
The
Company shall provide notice to each holder of Common Shares at least 10 days
before the record date in respect of each general meeting of shareholders of the
Company at which the holders of the Non-Voting Shares will be entitled to vote
as a class. In such event and to the extent that, after taking into account the
conversion, the class of persons, each of whom is a non-Canadian as defined in
the Telecommunications Regulations or the Broadcasting Direction, or is not a
Canadian as defined in the Radiocommunication Regulations (the "Constrained
Class"), would continue to hold no more than the maximum number of Common Shares
that may be owned and controlled by persons in the Constrained Class in
accordance with the Telecommunications Regulations, the Radiocommunication
Regulations or the Broadcasting Directions, whichever is the lowest so that,
when added to all other voting shares (as defined in the Telecommunications
Regulations, the Radiocommunication Regulations or the Broadcasting Direction,
as the case may be) owned or controlled by the Constrained Class, the Company
will be and will continue to be a "qualified corporation" as defined in the
Telecommunications Regulations, a corporation that is Canadian (as defined in
the Radiocommunication Regulations) that controls (as defined in the
Radiocommunication Regulations) a person or entity that holds licences under the
Radiocommunication Act
(Canada) and a corporation that is qualified under the Broadcasting
Direction to be the parent of a corporation that is a "qualified corporation" as
defined in the Broadcasting Direction, each outstanding Common Share shall be
convertible into one Non-Voting Share on a one-for-one basis.
Ownership
and Voting Restrictions
Non-Canadian
shareholders shall not beneficially own or control, other than by way of
security only, more than 33 1/3% (or such other percentage as may then be
prescribed by the Telecommunications Regulations, the Radiocommunication
Regulations or the Broadcasting Directions, whichever is the lowest percentage,
as the percentage of voting shares that may be beneficially owned or controlled,
by non-Canadians, in order for a corporation to be a "qualified corporation" as
defined in the Telecommunications Regulations, a corporation that is Canadian
(as defined in the Radiocommunication Regulations) that controls (as defined in
the Radiocommunication Regulations) a person or entity that holds licences under
the Radiocommunication Act
(Canada) and a corporation that is qualified under the Broadcasting
Direction to be the parent of a corporation that is a "qualified corporation" as
defined in the Broadcasting Direction, provided that if no such percentage is
prescribed the relevant percentage shall be deemed to be 100%) (the "Restricted
Percentage") of the issued and outstanding Common Shares of the Company (the
"Non-Canadian Share Constraint"). In the event that it appears from the central
securities register of the Company that, or in the event of a Directors'
determination (as provided for in the articles of the Company) that there is a
contravention of the Non-Canadian Share Constraint: (a) the Company may pursuant
to a Directors' determination make a public announcement, whether by press
release, newspaper advertisements or otherwise, reasonably expected to inform
the markets in which voting shares are traded of the contravention; and (b) the
Company may refuse to (i) accept any subscription for voting shares from any
non-Canadian, (ii) issue any voting shares to any non-Canadian, (iii) register
or otherwise recognize the transfer of any voting shares from any Canadian to
any non-Canadian, or (iv) purchase or otherwise acquire any voting shares,
except as provided in the articles of the Company.
In
the event of a Directors' determination that there is a contravention of the
Non-Canadian Share Constraint and that to do so would be practicable and would
not be unfairly prejudicial to, and would not unfairly disregard the interests
of, persons beneficially owning or controlling voting shares who are
non-Canadians, the Company shall send a disposition notice to the registered
holders of such of those voting shares as shall be chosen on the basis of
inverse order of registration of all non-Canadians. The Company may, by
Directors' determination, suspend all rights of a shareholder to vote that would
otherwise be attached to any voting shares beneficially owned, or controlled, by
non-Canadians so that the proportion of the voting shares beneficially owned, or
controlled, or considered by the Telecommunications Regulations, the
Radiocommunication Regulations or the Broadcasting Direction to be beneficially
owned, or controlled, by non-Canadians and with respect to which voting rights
are not suspended is reduced to not more than the Restricted Percentage of the
total issued and outstanding voting shares of the Company. Any disposition
notice required to be sent to a registered holder of shares pursuant to the
foregoing shall, among other things: (a) specify a date, which shall not be less
than 60 days, after the date of the disposition notice, by which the excess
voting shares are to be sold or otherwise disposed of or, if the Directors
determine it to be in the interest of the Company to permit a conversion,
converted into Non-Voting Shares; and (b) state that unless (i) the registered
holder either sells or otherwise disposes of or converts the excess voting
shares into Non-Voting Shares by the date specified in the disposition notice on
a basis that does not result in any contravention of the Non-Canadian Share
Constraint and provides to the Company written evidence satisfactory to the
Company of such sale, other disposition or conversion, or (ii) provides written
evidence satisfactory to the Company that no such sale, other disposition or
conversion of excess voting shares is required, such default shall result in the
consequence of suspension of voting rights and may result in a consequence of
sale or conversion or repurchase or redemption and the disposition notice shall
specify in reasonable detail the nature and timing of those
consequences.
First
Preferred Shares
Shares
Issuable in Series
The
First Preferred Shares may be issued at any time or from time to time in one or
more series. Before any shares of a series are issued, the Board of Directors of
the Company shall fix the number of shares that will form such series and shall,
subject to the limitations set out in the articles of the Company, determine the
designation, rights, privileges, restrictions and conditions to be attached to
the First Preferred Shares of such series, except that no series shall be
granted the right to vote at a general meeting of the shareholders of the
Company or the right to be convertible or exchangeable for Common Shares,
directly or indirectly.
Priority
The
First Preferred Shares of each series shall rank on parity with the First
Preferred Shares of every other series with respect to dividends and return of
capital and shall be entitled to a preference over the Second Preferred Shares
and the Common Shares and Non-Voting Shares and over any other shares ranking
junior to the First Preferred 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 the Company, whether voluntary or involuntary, or
any other distribution of the assets of the Company among its shareholders for
the purpose of winding-up its affairs.
Voting
Rights
Except
as required by law, holders of the First Preferred Shares as a class shall not
be entitled to receive notice of, to attend or to vote at any meeting of the
shareholders of the Company, provided that the rights, privileges, restrictions
and conditions attached to the First Preferred Shares as a class may be added
to, changed or removed only with the approval of the holders of the First
Preferred Shares given in such manner as may then be required by law, subject to
a minimum requirement that such approval be given by resolution signed by the
holders of not less than two-thirds of the First Preferred Shares then
outstanding, or passed by an affirmative vote of at least two-thirds of the
votes cast at a meeting of the holders of the First Preferred Shares duly called
for that purpose.
Second
Preferred Shares
Shares
Issuable in Series
The
Second Preferred Shares may be issued at any time or from time to time in one or
more series. Before any shares of a series are issued, the Board of Directors of
the Company shall fix the number of shares that will form such series and shall,
subject to the limitations set out in the articles of the Company, determine the
designation, rights, privileges, restrictions and conditions to be attached to
the Second Preferred Shares of such series, except that no series shall be
granted the right to vote at a general meeting of the shareholders of the
Company or the right to be convertible or exchangeable for Common Shares,
directly or indirectly.
Priority
The
Second Preferred Shares of each series shall rank on a parity with the Second
Preferred Shares of every other series with respect to dividends and return of
capital and shall, subject to the prior rights of the holders of the First
Preferred Shares, be entitled to a preference over the Common Shares and the
Non-Voting Shares and over any other shares ranking junior to the Second
Preferred 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
the Company, whether voluntary or involuntary, or any other distribution of the
assets of the Company among its shareholders for the purpose of winding-up its
affairs.
Voting
Rights
Except
as required by law, holders of the Second Preferred Shares as a class shall not
be entitled to receive notice of, to attend or to vote at any meeting of the
shareholders of the Company, provided that the rights, privileges, restrictions
and conditions attached to the Second Preferred Shares as a class may be added
to, changed or removed only with the approval of the holders of the Second
Preferred Shares given in such manner as may then be required by law, subject to
a minimum requirement that such approval be given by resolution signed by the
holders of not less than two-thirds of the Second Preferred Shares then
outstanding, or passed by an affirmative vote of at least two-thirds of the
votes cast at a meeting of the holders of the Second Preferred Shares duly
called for that purpose.
TELUS
Rights Plan
TELUS
adopted the Shareholders' rights plan ("Rights Plan") in March 2000 and issued
one right (a "Series A Right") in respect of each Common Share outstanding as at
such date and issued one right (a "Series B Right") in respect of each
Non-Voting Share outstanding as of such date. The Rights Plan has a term of 10
years subject to shareholder confirmation every three years. The Rights Plan was
amended and confirmed as amended by the shareholders first in 2003 and again in
2005 and 2008. Each Series A 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 more than 20% of the voting 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). Each Series B 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 voting
shares of TELUS (otherwise than through the "Permitted Bid" requirements of the
Rights Plan) to purchase from TELUS $320 worth of Non-Voting Shares for $160
(i.e., at a 50% discount).
GENERAL
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The
following is a summary of the principal Canadian federal income tax
considerations generally applicable to Participants under the Plan who, for
purposes of the Income Tax
Act (Canada), as amended from time to time ("ITA"), and at all relevant
times, are not resident or deemed to be resident in Canada, do not use or hold
and are not deemed to use or hold their Common Shares or Non-Voting Shares in
carrying on business in Canada and do not carry on an insurance business in
Canada and elsewhere. This summary is based on the current provisions of the
ITA, the regulations thereunder, all specific proposals to amend the ITA or the
regulations publicly announced by the Minister of Finance (Canada) prior to the
date hereof, and an understanding of the current published administrative
practices of the Canada Revenue Agency. This summary does not take into account
Canadian provincial or territorial income tax laws or those of any country other
than Canada.
Dividends
Dividends
paid or credited to a U.S. resident holder on the Common Shares or Non-Voting
Shares, including dividends reinvested under the Plan, will be subject to
Canadian withholding tax at the rate of 25%, subject to the application of the
Canada-U.S. Income Tax
Convention (1980), as amended (the "Treaty"). If the U.S. resident holder
is entitled to benefits under the Treaty, the applicable rate of Canadian
withholding tax is generally reduced to 15%. Where the U.S. resident holder
entitled to benefits under the Treaty is a company that owns at least 10% of
Non-Voting Shares the applicable rate of Canadian withholding tax is reduced to
5%. Under the Treaty, dividends paid to certain religious, scientific,
charitable and similar tax-exempt organizations and certain pension
organizations that are resident in, and exempt from tax in, the United States
are exempt from Canadian withholding tax. The amount of dividends to be
reinvested under the Plan will be reduced by the amount of tax
withheld.
Disposition
of Non-Voting Shares
Gains
on the disposition of Non-Voting Shares by a U.S. resident holder are generally
not subject to Canadian income tax unless such Non-Voting Shares are or are
deemed to be "taxable Canadian property" within the meaning of the ITA and the
U.S. resident holder is not entitled to relief under the Treaty. Provided the
Non-Voting Shares are listed on a designated stock exchange (which includes the
TSX and the NYSE), such Non-Voting Shares will generally not be taxable Canadian
property to a U.S. resident holder unless, at any time during the five-year
period immediately preceding a disposition, the U.S. resident holder, persons
with whom the U.S. resident holder did not deal at arm's length or the U.S.
resident holder and persons with whom the U.S. resident holder did not deal at
arm's length owned or had an interest in or option to acquire 25% or more of the
issued shares of any class or series of shares of Company.
CERTAIN
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following is a general discussion of certain U.S. federal income tax
considerations relating to participation in the Plan by U.S. Participants (as
defined below) that hold our Non-Voting Shares, acquired pursuant to the Plan,
as a capital asset (generally, property held for investment). For
purposes of this discussion, a "U.S. Participant" generally means a beneficial
owner of our Common Shares or Non-Voting Shares enrolled in the Plan that is,
for U.S. federal income tax purposes, any of the following:
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an
individual who is a citizen or resident of the United
States;
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a
corporation created or organized in or under the laws of the United
States, any state thereof or the District of Columbia;
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an
estate, the income of which is includible in gross income for U.S. federal
income tax purposes regardless of its source; or
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a
trust if (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more U.S.
persons have the authority to control all substantial decisions of the
trust or (b) such trust has made a valid election to be treated as a U.S.
person for U.S. federal income tax
purposes.
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THIS
DISCUSSION IS INCLUDED HEREIN AS GENERAL INFORMATION
ONLY. ACCORDINGLY, PROSPECTIVE U.S. PARTICIPANTS IN THE PLAN ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR U.S. FEDERAL,
STATE, LOCAL AND NON-U.S INCOME AND OTHER TAX CONSIDERATIONS APPLICABLE TO THEM
RELATING TO THE PARTICIPATION IN THE PLAN.
This
discussion is based on current provisions of the Internal Revenue Code of 1986,
as amended from time to time (the "Code"), Treasury regulations promulgated
thereunder, judicial opinions, published positions of the Internal Revenue
Service, and other applicable authorities, all of which are subject to change
(possibly with retroactive effect). This discussion does not address
all aspects of U.S. federal income taxation that may be important to a
particular U.S. Participant in light of that U.S. Participant's individual
circumstances, nor does it address any aspects of U.S. federal estate and gift,
state, local, or non-U.S. taxes. This discussion may not apply, in
whole or in part, to particular U.S. Participants in light of their individual
circumstances or to participants subject to special treatment under the U.S.
federal income tax laws, such as:
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insurance
companies;
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tax-exempt
organizations and entities;
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financial
institutions;
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brokers
or dealers in securities;
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regulated
investment companies;
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real
estate investment trusts;
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U.S.
Participants that hold our Common Shares or Non-Voting Shares as part of a
straddle, hedge, conversion transaction or other integrated
investment;
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persons
that have a "functional currency" other than the U.S.
dollar;
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persons
that generally mark their securities to market for U.S. federal income tax
purposes;
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persons
that own or are deemed to own, directly, indirectly, or constructively or
have an option to acquire, more than 10% of our common stock (by vote or
value) for U.S. federal income tax purposes; and
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certain
U.S. expatriates.
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If
a partnership (or other entity or arrangement treated as a partnership for U.S.
federal income tax purposes) participates in the Plan, the tax treatment of a
partner will generally depend on the status of the partner and the activities of
the partnership. Any such partner or partnership should consult its
tax advisor as to the particular U.S. federal income tax considerations relating
to participation in the Plan.
IRS
Circular 230
TO
ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, U.S. PARTICIPANTS ARE
HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED HEREIN
IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY ANY
TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE
INTERNAL REVENUE CODE; (B) THIS DISCUSSION IS BEING USED IN CONNECTION WITH THE
PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS
OR MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON
TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR.
Tax
Considerations relating to Dividend Reinvestment
In
the case of a Treasury Purchase, a U.S. Participant generally will be treated as
receiving a distribution for U.S. federal income tax purposes in an amount equal
to the fair market value on the applicable Dividend Payment Date of the
Non-Voting Shares purchased with reinvested dividends plus the amount of any
Canadian withholding tax withheld therefrom. The fair market value of
the Non-Voting Shares purchased from us on the applicable Dividend Payment Date
may be higher or lower than the price used to determine the number of Non-Voting
Shares so purchased pursuant to the Plan. In the case of a Market
Purchase, a U.S. Participant generally will be treated as receiving a
distribution for U.S. federal income tax purposes in an amount equal to sum of
(i) the cash dividend paid by us (without reduction for any Canadian tax
withheld from such dividend) and (ii) any brokerage commissions, fees,
transaction costs or other related charges paid by us that are allocable to the
Plan Agent's purchase of Non-Voting Shares on behalf of such U.S.
Participant. The amount of any such distribution to a U.S.
Participant (reduced by any Canadian tax withheld from such distribution)
generally will be such U.S. Participant's tax basis in the Non-Voting Shares
purchased. A U.S. Participant's holding period for these Non-Voting Shares
generally will begin on the day following the date of purchase.
Any
distribution to a U.S. Participant described in the preceding paragraph
generally will be subject to U.S. federal income tax in the same manner as cash
distributions described below. See "Tax Consequences of Purchase,
Ownership and Disposition of Non-Voting Shares—Distributions; —Backup
Withholding Tax and Information Reporting."
If
U.S. backup withholding tax applies to any dividends paid that are to be
reinvested in Non-Voting Shares, the number of Non-Voting Shares credited to
your account will be reduced as a result of such backup withholding
tax. See "Tax Consequences of Purchase, Ownership and Disposition of
Non-Voting Shares—Backup Withholding Tax and Information
Reporting."
Tax
Considerations relating to Optional Cash Investments
In
the case of a Treasury Purchase, a U.S. Participant generally will be treated as
having received a distribution for U.S. federal income tax purposes as a result
of such acquisition in an amount equal to the excess, if any, of (i)
the
fair
market value of the Non-Voting Shares on the Investment Date, over (ii) the
option cash payment made. In the case of a Market Purchase, a U.S.
Participant generally will be treated for U.S. federal income tax purposes as
receiving a distribution in an amount equal to any brokerage commissions, fees,
transaction costs or other related charges paid by us that are allocable to the
Plan Administrator's purchase of Non-Voting Shares on behalf of such U.S.
Participant. A U.S. Participant's tax basis in the Non-Voting Shares
purchased will be equal to the cost paid by the Plan Agent to acquire such
Non-Voting Shares generally, plus the amount (if any) treated as a distribution
for U.S. federal income tax purposes. The U.S. Participant's holding period for
those Non-Voting Shares generally will begin on the day following the date of
purchase.
Any
distribution to a U.S. Participant described in the preceding paragraph
generally will be subject to U.S. federal income tax in the same manner as cash
distributions described below. See "Tax Consequences of Purchase,
Investing and Disposition of Non-Voting Shares — Distributions; — Backup
Withholding Tax and Information Reporting."
Tax
Considerations relating to Purchase, Ownership and Disposition of Non-Voting
Shares
Cash
Distributions
Subject
to the discussion below under "—Passive Foreign Investment Company
Considerations," a U.S. Participant that receives a cash distribution with
respect to a Non-Voting Share generally will be required to include the amount
of such distribution in gross income as a dividend (without reduction for any
Canadian tax withheld from such distribution) to the extent of our current or
accumulated earnings and profits (as determined for U.S. federal income tax
purposes). To the extent the amount of such distribution exceeds such current
and accumulated earnings and profits, it will be treated first as a non-taxable
return of capital to the extent of such U.S. Participant's tax basis in such
Non-Voting Share and thereafter will be treated as gain from the sale or
exchange of such Non-Voting Share.
The
U.S. dollar value of any distribution on Non-Voting Shares made in Canadian
dollars generally should be calculated by reference to the exchange rate between
the U.S. dollar and the Canadian dollar in effect on the date of receipt of such
distribution by the U.S. Participant (or the Plan Agent on behalf of the U.S.
Participant), regardless of whether the Canadian dollars so received are in fact
converted into U.S. dollars. If the Canadian dollars so received are
converted into U.S. dollars on the date of receipt, such U.S. Participant
generally should not recognize foreign currency gain or loss on such
conversion. If the Canadian dollars so received are not converted
into U.S. dollars on the date of receipt, such U.S. Participant generally will
have a tax basis in such Canadian dollars equal to the U.S. dollar value of such
Canadian dollars on the date of receipt. Such tax basis will be used
to measure gain or loss from a subsequent conversion. Any gain or
loss on a subsequent conversion or other taxable disposition of such Canadian
dollars generally will be treated as ordinary income or loss to such U.S.
Participant and generally will be income or loss from sources within the United
States for U.S. foreign tax credit purposes.
Cash
distributions on Non-Voting Shares that are treated as dividends generally will
constitute income from sources outside the United States and generally will be
categorized for U.S. foreign tax credit purposes as "passive category income"
or, in the case of some U.S. Participants, as "general category
income." Such dividends generally will not be eligible for the
"dividends received" deduction ordinarily allowed to corporate shareholders with
respect to dividends received from U.S. corporations. A U.S.
Participant may be eligible to elect to claim a U.S. foreign tax credit against
its U.S. federal income tax liability, subject to applicable limitations and
holding period requirements, for Canadian tax withheld, if any, from
distributions received in respect of the Non-Voting Shares. A U.S.
Participant that does not elect to claim a U.S. foreign tax credit may instead
claim a deduction for Canadian tax withheld, but only for a taxable year in
which the U.S. Participant elects to do so with respect to all foreign income
taxes paid or accrued in such taxable year. The rules relating to
U.S. foreign tax credits are very complex, and each U.S. Participant should
consult its own tax advisor regarding the application of such rules (including
the source of any gain or loss resulting from the disposition of Non-Voting
Shares).
Distributions
treated as dividends that are received by a non-corporate U.S. Participant
(including an individual) through taxable years beginning on or before
December 31, 2010 should generally qualify for a 15%
reduced
maximum tax rate so long as certain holding period and other requirements are
met and we are not treated as a passive foreign investment company with respect
to such U.S. Participant. Special rules apply for purposes of
determining such U.S. Participant's investment income (which may limit
deductions for investment interest) and foreign income (which may affect the
amount of U.S. foreign tax credit) and to certain extraordinary dividends. Each
non-corporate U.S. Participant should consult its own tax advisor regarding the
possible applicability of the reduced tax rate and the related restrictions and
special rules.
Sale,
Exchange or Other Taxable Disposition of Non-Voting Shares
Subject
to the discussion below under "—Passive Foreign Investment Company
Considerations," a U.S. Participant generally will recognize capital gain or
loss for U.S. federal income tax purposes upon the sale, exchange or other
taxable disposition of a Non-Voting Share and when it receives cash payments for
fractional shares credited to its account on exiting from the Plan or
otherwise. The amount of gain or loss will equal the difference, if
any, between the amount realized on the sale, exchange or other taxable
disposition and such U.S. Participant's tax basis in such Non-Voting
Share. Such capital gain or loss generally will be long-term capital
gain (currently taxable at a reduced rate for non-corporate U.S. Participants)
or loss if, on the date of sale, exchange or other taxable disposition, the
Non-Voting Share or fraction thereof was held by such U.S. Participant for more
than one year. The deductibility of capital losses is subject to
limitations.
Passive
Foreign Investment Company Considerations
We
believe that we were not in 2008, and we do not expect to become in 2009, a
passive foreign investment company, or PFIC, for U.S. federal income tax
purposes. However, because this determination is made annually at the
end of each taxable year and is dependent upon a number of factors, some of
which are beyond our control, including the value of our assets and the amount
and type of our income, there can be no assurance that we will not become a PFIC
in any taxable year or that the Internal Revenue Service will agree with our
conclusion regarding our PFIC status. If we are a PFIC in any taxable
year, U.S. Participants could suffer adverse consequences, including the
possible characterization of gain from sale, exchange or other taxable
disposition of Non-Voting Shares as ordinary income and an interest charge on a
portion of the resulting tax liability.
Backup
Withholding Tax and Information Reporting
Under
certain circumstances, U.S. backup withholding tax and/or information reporting
may apply to U.S. Participants with respect to payments made on or proceeds from
the sale, exchange or other taxable disposition of Non-Voting Shares, unless an
applicable exemption is satisfied. U.S. Participants that are
corporations generally are excluded from these information reporting and backup
withholding tax rules. Any amounts withheld under the backup
withholding tax rules will be allowed as a credit against a U.S. Participant's
U.S. federal income tax liability, if any, or will be refunded, if such U.S.
Participant furnishes the required information to the Internal Revenue Service
on a timely basis.
Reportable
Transactions
A
U.S. Participant that participates in any "reportable transaction" (as defined
in U.S. Treasury regulations) must attach to its U.S. federal income tax return
a disclosure statement on IRS Form 8886. U.S. Participants
should consult their own tax advisers as to the possible obligation to file IRS
Form 8886 with respect to the sale, exchange or other disposition of any
non-U.S. currency received as a dividend on Non-Voting Shares.
LEGAL
MATTERS
The
validity of the Non-Voting Shares offered by this prospectus will be passed upon
for us by Farris, Vaughan, Wills & Murphy, Vancouver, British Columbia,
Canada.
EXPERTS
The
consolidated financial statements as of December 31,2008 and 2007, and for each
of the three years in the period ended December 31,2008, incorporated by
references in this Prospectus, and the effectiveness of TELUS Corporation's
internal control over financial reporting have been audited by Deloitte &
Touche LLP, independent registered Chartered Accountants, as stated in their
reports, which are incorporated by reference herein. Such consolidated financial
statements have been incorporated in reliance upon the reports of such firm,
given upon their authority as experts in accounting and auditing.
EXPENSES
Set
forth below is an estimate of the approximate amount of the fees and expenses
payable by our Company in connection with the registration of the Non-Voting
Shares being offered:
|
|
SEC
registration fee
|
US
$
|
16,584
|
|
|
|
|
|
|
|
|
|
Legal
fees and expenses
|
|
31,600
|
|
|
|
|
|
|
|
|
|
Accounting
fees and expenses
|
|
59,400
|
|
|
|
|
|
|
|
|
|
Printing
and mailing expenses
|
|
20,000
|
|
|
|
|
|
|
|
|
|
Stock
exchange listing fees and expenses
|
|
171,720
|
|
|
|
|
|
|
|
|
|
Total
|
US
$
|
299,304
|
|
PART
II
INFORMATION
NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Item
8. Indemnification of Directors and Officers
Sections
160 to 163 of the Business Corporations Act (British Columbia) (successor to the
Company Act (British Columbia)) provide as follows:
160
Subject to section 163, a company may do one or both of the
following:
|
|
(a)
|
indemnify
an eligible party against all eligible penalties to which the eligible
party is or may be liable;
|
|
|
|
|
|
|
(b)
|
after
the final disposition of an eligible proceeding, pay the expenses actually
and reasonably incurred by an eligible party in respect of that
proceeding.
|
161
Subject to section 163, a company must, after the final disposition of an
eligible proceeding, pay the expenses actually and reasonably incurred by the
eligible party in respect of that proceeding if the eligible party
|
|
(a)
|
has
not been reimbursed for those expenses, and
|
|
|
|
|
|
|
(b)
|
is
wholly successful, on the merits or otherwise, in the outcome of the
proceeding or is substantially successful on the merits in the outcome of
the proceeding.
|
162
(1) Subject to section 163 and subsection (2) of this section, a company may
pay, as they are incurred in advance of the final disposition of an eligible
proceeding, the expenses actually and reasonably incurred by an eligible party
in respect of that proceeding.
(2)
A company must not make the payments referred to in subsection (1) unless the
company first receives from the eligible party a written undertaking that, if it
is ultimately determined that the payment of expenses is prohibited by section
163, the eligible party will repay the amounts advanced.
163
(1) A company must not indemnify an eligible party under section 160 (a) or pay
the expenses of an eligible party under section 160 (b), 161 or 162 if any of
the following circumstances apply:
|
|
(a)
|
if
the indemnity or payment is made under an earlier agreement to indemnify
or pay expenses and, at the time that the agreement to indemnify or pay
expenses was made, the company was prohibited from giving the indemnity or
paying the expenses by its memorandum or articles;
|
|
|
|
|
|
|
(b)
|
if
the indemnity or payment is made otherwise than under an earlier agreement
to indemnify or pay expenses and, at the time that the indemnity or
payment is made, the company is prohibited from giving the indemnity or
paying the expenses by its memorandum or articles;
|
|
|
|
|
|
|
(c)
|
if,
in relation to the subject matter of the eligible proceeding, the eligible
party did not act honestly and in good faith with a view to the best
interests of the company or the associated corporation, as the case may
be;
|
|
|
(d)
|
in
the case of an eligible proceeding other than a civil proceeding, if the
eligible party did not have reasonable grounds for believing that the
eligible party's conduct in respect of which the proceeding was brought
was lawful.
|
(2)
If an eligible proceeding is brought against an eligible party by or on behalf
of the company or by or on behalf of an associated corporation, the company must
not do either of the following:
|
|
(a)
|
indemnify
the eligible party under section 160 (a) in respect of the
proceeding;
|
|
|
|
|
|
|
(b)
|
pay
the expenses of the eligible party under section 160 (b), 161 or 162 in
respect of the proceeding.
|
Article
20 of the Articles of the Registrant provides as follows:
"Indemnification
20.1
Definitions
In
this Article 20:
(1)
"eligible penalty" means a judgment, penalty or fine awarded or imposed in, or
an amount paid in settlement of, an eligible proceeding;
(2)
"eligible party" means a director or former director of the Company or any
subsidiary of the Company, or an officer or former officer of the Company or any
subsidiary of the Company;
(3)
"eligible proceeding" means a proceeding, in which an eligible party or any of
the heirs and legal personal representatives of the eligible party, by reason of
the eligible party being or having been a director, former director, officer or
former officer of the Company or its subsidiaries:
|
|
(a)
|
is
or may be joined as a party; or
|
|
|
|
|
|
|
(b)
|
is
or may be liable for or in respect of a judgment, penalty or fine in, or
expenses related to, the
proceeding;
|
(4)
"expenses" has the meaning set out in the Business Corporations
Act;
(5)
"proceeding" includes a legal proceeding or investigative action, whether
current, threatened, pending or completed; and
(6)
"subsidiary" for this Article 20 includes any partnership or joint venture which
is controlled, directly or indirectly by the Company.
20.2
Mandatory Indemnification of Eligible Parties
Subject
to the Business Corporations Act, the Company must indemnify an eligible party
and his or her heirs and legal personal representatives against all eligible
penalties to which such person is or may be liable, and the Company must, after
the final disposition of an eligible proceeding, pay the expenses actually and
reasonably
incurred
by such person in respect of that proceeding. Each eligible person is deemed to
have contracted with the Company on the terms of the indemnity contained in this
Article 20.2.
20.3
Indemnification of Other Persons
Subject
to any restrictions in the Business Corporations Act, the Company may indemnify
any person.
20.4
Non-Compliance with Business Corporations Act
The
failure of an eligible party, or any other person to comply with the Business
Corporations Act or these Articles does not invalidate any indemnity to which he
or she is entitled under this Part.
20.5
Company May Purchase Insurance
The
Company may purchase and maintain insurance for the benefit of any person (or
his or her heirs or legal personal representatives) who:
(1)
is or was a director, officer, employee or agent of the Company;
(2)
is or was a director, officer, employee or agent of a corporation at a time when
the corporation is or was an affiliate of the Company;
(3)
at the request of the Company, is or was a director, officer, employee or agent
of a corporation or of a partnership, trust, joint venture or other
unincorporated entity; or
(4)
at the request of the Company, holds or held a position equivalent to that of a
director or officer of a partnership, trust, joint venture or other
unincorporated entity; against any liability incurred by him or her as such
director, officer, employee or agent or person who holds or held such equivalent
position."
To
the extent permitted by law, the Company has entered into an indemnification
agreement with its directors for liabilities incurred while performing their
duties. The Company also maintains Directors' & Officers' Liability and
Fiduciary Liability insurance which protect individual directors and officers
and the Company against claims made, provided they acted in good faith on behalf
of the Company, subject to policy restrictions.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933, as amended, and is
therefore unenforceable.
Item
9. Exhibits
The
following exhibits have been filed as part of this Registration
Statement:
|
Exhibit
No.
|
Description
|
|
|
|
|
4.1
|
Amended
and Restated Dividend Reinvestment Plan Enrollment Form of TELUS
Corporation
|
|
4.2
|
Form
of Amended and Restated Dividend Reinvestment Plan of TELUS
Corporation
|
|
5.1
|
Opinion
of Farris, Vaughan, Wills & Murphy as to the legality of the
securities being registered
|
|
8.1
|
Opinion
of Farris, Vaughan, Wills & Murphy regarding tax matters (contained in
Exhibit 5.1)
|
|
23.1
|
Consent
of Deloitte & Touche LLP, Vancouver, British Columbia,
Canada
|
|
23.2
|
Consent
of Farris, Vaughan, Wills & Murphy (contained in
Exhibit 5.1)
|
|
24.1
|
Powers
of Attorney (contained on the signature pages of this
Registration
Statement
on Form F-3)
|
Item
10. Undertakings
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however, that the
undertakings set forth above in paragraphs (1)(i), (1)(ii) and (1)(iii) do not
apply if the registration statement is on Form F–3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) To
file a post-effective amendment to the registration statement to include any
financial statements required by "Item 8.A. of Form 20–F (17 CFR
249.220f)" at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by
Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (4) and other information
necessary to ensure that all other information in the prospectus is at least as
current as the date of those financial statements.
Notwithstanding
the foregoing, with respect to registration statements on Form F–3, a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act of 1933 or
Rule 3-19 of Regulation S-X if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Form F–3.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser: each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual reports pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the
registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Vancouver, Province of British Columbia, Country of Canada, on this 6th day of
November, 2009.
|
|
|
TELUS
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/
Darren Entwistle
|
|
|
|
|
Name:
|
Darren
Entwistle
|
|
|
|
|
Title:
|
President
and Chief Executive
|
|
|
|
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/
Robert G. McFarlane
|
|
|
|
|
Name:
|
Robert
G. McFarlane
|
|
|
|
|
Title:
|
Executive
Vice-President and
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers, directors,
and Authorized Representative in the United States of TELUS Corporation hereby
constitutes and appoints Darren Entwistle, Robert G. McFarlane and Audrey T. Ho,
or any of them (with full power to each of them to act alone), his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
on his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file any and all documents relating to this registration
statement, including any and all amendments, exhibits and supplements thereto,
with any regulatory authority, granting unto the said attorneys, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities indicated on the
dates indicated.
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Darren Entwistle
|
|
Director,
President and Chief Executive Officer
|
|
November
6, 2009
|
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Darren
Entwistle
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(Principal
Executive Officer)
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/s/
Robert G. McFarlane
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Executive
Vice-President and Chief Financial
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November
6, 2009
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Robert
G. McFarlane
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Officer
(Principal Financial and Accounting Officer)
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/s/
Brian A. Canfield
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Chairman
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November
6, 2009
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Brian
A. Canfield
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/s/
R.H. (Dick) Auchinleck
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Director
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November
6, 2009
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R.H.
(Dick) Auchinleck
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/s/
R. John Butler
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Director
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November
6, 2009
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R.
John Butler
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/s/
A. Charles Baillie
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Director
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November
6 2009
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A.
Charles Baillie
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/s/
Micheline Bouchard
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Director
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November
6, 2009
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Micheline
Bouchard
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/s/
Pierre Y. Ducros
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Director
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November
6, 2009
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Pierre
Y. Ducros
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/s/
Ruston E.T. Goepel
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Director
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November
6, 2009
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Ruston
E.T. Goepel
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/s/
John S. Lacey
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Director
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November
6, 2009
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John
S. Lacey
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/s/
William A. MacKinnon
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Director
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November
6, 2009
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William
A. MacKinnon
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/s/
Brian F. MacNeill
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Director
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November
6, 2009
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Brian
F. MacNeill
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/s/
Ronald P. Triffo
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Director
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November
6, 2009
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Ronald
P. Triffo
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/s/
Donald Woodley
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Director
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November
6, 2009
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Donald
Woodley
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AUTHORIZED
REPRESENTATIVE
Pursuant
to the requirements of Section 6(a) of the Securities Act of 1933, the
Authorized Representative has duly caused this Registration Statement on
Form F-3 to be signed on its behalf by the undersigned, solely in its capacity
as the duly authorized representative of TELUS Corporation in the United States
in the State of Delaware, Country of the United States of America, on the 6th
day of November, 2009.
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By:
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/s/
Donald J. Puglisi
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Name:
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Donald
J. Puglisi
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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4.1
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Amended
and Restated Dividend Reinvestment Plan Enrollment Form of TELUS
Corporation
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4.2
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Form
of Amended and Restated Dividend Reinvestment Plan of TELUS
Corporation
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5.1
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Opinion
of Farris, Vaughan, Wills & Murphy as to the legality of the
securities being registered
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8.1
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Opinion
of Farris, Vaughan, Wills & Murphy regarding tax matters (contained in
Exhibit 5.1)
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23.1
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Consent
of Deloitte & Touche LLP, Vancouver, British Columbia,
Canada
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23.2
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Consent
of Farris, Vaughan, Wills & Murphy (contained in
Exhibit 5.1)
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24.1
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Powers
of Attorney (contained on the signature pages of this Registration
Statement on Form F-3)
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