ISS Recommends TELUS Shareholders Scrutinize Proposed Exchange Ratio

  ISS Recommends TELUS Shareholders Scrutinize Proposed Exchange Ratio

  Mason Urges TELUS Voting Shareholders to Reject TELUS Proposal to Exchange
          Non-Voting Shares for Voting Shares on a One-for-One Basis

Business Wire

NEW YORK -- September 29, 2012

Mason Capital Management LLC (“Mason”) today responded to the report issued by
Institutional Shareholder Services Inc. (“ISS”) regarding the proposed dual
share-class collapse transaction of TELUS Corporation (TSX:T, T.A; NYSE: TU),
which is to be voted on at a general meeting of TELUS scheduled for October
17, 2012.

Michael Martino, Mason’s principal and co-founder, said: “The ISS report
recognizes – and agrees with – Mason’s core arguments: that the voting shares
are of greater value than the non-voting shares, and that TELUS’ proposed
one-for-one exchange ratio dilutes voting shareholders’ voting rights and
transfers the premium they have paid for to the non-voting class.”

The ISS report, dated September 28, 2012, recognizes the validity of Mason’s
fundamental arguments. For example, the report notes that:

  *“The proposed exchange ratio… in veering off from the well-established,
    enduring market ratio, is a cause for concern, and should legitimately be
    scrutinized by shareholders.”
  *“The fact that the special committee’s financial advisor could not explain
    why the non-voting shares trade at a discount to the voting shares does
    not change, much less dismiss, the demonstrable facts that the discount
    does exist in market prices, and that any exchange ratio other than the
    market ratio affords a market premium – real economic value – to one class
    of shares or the other.”
  *“An exchange ratio which forces the voting shares to suffer voting
    dilution, then cede a market premium to the other share class as well,
    flies in the face of the principle that voting rights themselves have
  *“Additional economic benefits from the transaction that would benefit both
    classes of shares – particularly the expectations of additional trading
    liquidity – do not necessarily provide logical justification for a
    transaction at this particular exchange ratio.”
  *“…[T]he terms of the transaction do stipulate that employee stock options
    for non-voting shares will be exchanged for options on voting shares –
    which already traded at a higher price – without adjusting the strike
    price. This effectively grants a bonus, if not quite a windfall, to
    holders of those options, who saw their option value appreciate simply
    through the mechanism of the option exchange, before any organic price

Mr. Martino continued, “In light of ISS' strong and highly critical statements
against TELUS’ proposed one-for-one exchange ratio, we expect voting
shareholders, like us, will be perplexed and confused by ISS’
self-contradictory recommendation for the proposal. Fortunately, the power to
defeat TELUS unfair and oppressive proposal lies with the voting shareholders,
who we urge to vote “NO” on TELUS’ proposed share collapse."

Mason’s dissident proxy circular is available on TELUS’ company profile on

       Any questions and requests for assistance may be directed to the
                          Proxy Solicitation Agent:

                          Shareholder Services Inc.

                              The Exchange Tower
                130 King Street West, Suite 2950, P.O. Box 361
                               Toronto, Ontario
                                   M5X 1E2

                       North American Toll Free Phone:



                           Facsimile: 416-867-2271

                     Toll Free Facsimile: 1-866-545-5580

     Outside North America, Banks and Brokers Call Collect: 416-867-2272


Sard Verbinnen & Co
Jonathan Gasthalter/Dan Gagnier/Brooke Gordon
+1 (212) 687-8080
NATIONAL Public Relations
Peter Block / Sarah Coombs / Jennifer Lee
+1 (416) 586-0180
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