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TELUS Putting Share Exchange Proposal To Democratic Shareholder Vote

Stocks in this article: TTU

Proposal to require majority common and two thirds non-voting shareholder approval

VANCOUVER, Aug. 21, 2012 /CNW/ - TELUS is putting a new proposal to exchange its non-voting shares into common shares on a one-for-one basis to a democratic vote of all its shareholders.

Holders of both TELUS non-voting and common shares are invited to vote on the proposal at a meeting of shareholders planned for October 17, 2012 or online via the proxy voting system once the information circular is distributed in advance of the meeting. Shareholders on record as of September 4 will be entitled to vote at the meeting. TELUS' proposal will require approval from its non-voting and common shareholders, each voting separately as a class. In accordance with applicable corporate law requirements, the TELUS proposal will require approval from two-thirds of its non-voting share votes cast at the meeting, as the non-voting shares are being exchanged for common shares. As common shares will not see their legal rights change, TELUS is seeking approval by a simple majority of common share votes cast at the meeting.

"With this proposal we are responding to the overwhelmingly positive support from shareholders since we introduced our first proposal to convert non-voting shares into common shares in late February," said Darren Entwistle, TELUS President and CEO. "Excluding Mason Capital, proxies representing 92.4 per cent of total shares received were in favour of our first proposal before we withdrew it in May. At that time we pledged to introduce another proposal for a one-for-one exchange in due course, and we are fulfilling that promise with today's announcement."

"We strongly believe this proposal is fair to all shareholders, widely supported by shareholders with a true economic stake in TELUS, and consistent with the principles of good corporate governance," Mr. Entwistle added.

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