Furthermore, TELUS voting shareholders have already spoken on this matter. This past May, TELUS was forced to withdraw its share conversion proposal because it faced certain rejection by shareholders. Now, TELUS has returned to shareholders with the same proposal, except this time, TELUS has lowered the historical voting threshold in an effort to force through the transfer of wealth and voting rights to the holders of the non-voting shares. This tactic is oppressive to voting shareholders and raises serious fiduciary concerns. It begs the question, just how far will TELUS go to advance the interests of non-voting shareholders over voting shareholders?
ON THE QUESTION OF A FAIR EXCHANGE RATIO, MASON IS FULLY ALIGNED WITH THE INTERESTS OF ALL VOTING SHAREHOLDERS
We are not seeking to influence management decisions, change the composition of the TELUS board or seek other changes relating to the underlying enterprise. To the contrary, Mason’s position is a very simple one: we believe that voting shareholders deserve to be treated fairly and that any dual-class share collapse should be implemented in a manner that does not result in the transfer of both wealth and voting power to the non-voting shareholders without providing compensation to the voting class.
We urge all voting shareholders to arm themselves with the facts about the true economic implications of TELUS’ proposal, and to consider how little regard TELUS has shown for both shareholders rights and the fairness and sanctity of the corporate system. We urge you to exercise your FULL voting power while you still can and vote the BLUE proxy to reject TELUS’ proposal and force TELUS to either come back with a fair exchange ratio, or drop its proposal altogether.Yours truly,/s/Michael E. MartinoPrincipal and Co-FounderMASON CAPITAL MANAGEMENT LLC Mason’s dissident proxy circular is available on TELUS’ company profile on SEDAR at http://www.sedar.com. EXERCISE YOUR FULL POWER AS A VOTING SHAREHOLDER WHILE YOU STILL CAN. PLEASE VOTE ONLY YOUR BLUE PROXY TODAY. Any questions and requests for assistance may be directed to theProxy Solicitation Agent: