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TDS Shareholders Approve Share Consolidation Proposal

Stocks in this article: TDS

CHICAGO, Jan. 13, 2012 /PRNewswire/ -- Telephone and Data Systems, Inc. (NYSE: TDS, TDS.S) today announced that shareholders approved amendments to its Restated Certificate of Incorporation and all other proposals at an adjourned special meeting of shareholders held today.

In addition to receiving the required statutory votes, the share consolidation and vote amendments were approved by a majority of the unaffiliated holders of Common Shares and Special Common Shares, each voting separately as a class. For purposes of this vote, unaffiliated holders did not include the TDS Voting Trust, members of the Carlson family that are TDS shareholders, or directors or executive officers of TDS. Accordingly, the proposed transactions received substantial support from unaffiliated public shareholders.

Following the shareholder vote, the TDS Board of Directors approved the filing of the Restated Certificate of Incorporation that will effect the amendments. As a result, it is anticipated that the Restated Certificate of Incorporation will be filed with the Secretary of State of Delaware on January 24, 2012, and will become effective at 5:01 p.m. eastern time on such date. Upon the effectiveness of the Restated Certificate of Incorporation, each issued Special Common Share will be reclassified as one new Common Share, each issued Common Share will be reclassified as 1.087 Common Shares, and each issued Series A Common Share will be reclassified as 1.087 Series A Common Shares.

It is anticipated that the Special Common Shares will continue to trade on the New York Stock Exchange under the ticker symbol "TDS.S" through the end of the trading day on January 24, 2012. It is also anticipated that, beginning with the opening of trading on January 25, 2012, the Special Common Shares will cease to be outstanding and cease to trade, and that the new and additional Common Shares issued in the reclassification will thereafter trade with the existing Common Shares on the New York Stock Exchange under the symbol "TDS".

Certificates representing Special Common Shares prior to the reclassification will represent an equal number of Common Shares after the reclassification, making it unnecessary to exchange existing stock certificates for new certificates.

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