Glass Lewis recommends shareholders vote for TELUS' share exchange

Glass Lewis recommends shareholders vote for TELUS' share exchange 
Both leading independent global proxy advisory firms recommend TELUS proposal 
VANCOUVER, Oct. 5, 2012 /CNW/ - Glass Lewis & Co is recommending its 
institutional investor clients vote in favour of TELUS' proposal to exchange 
its non-voting shares into common shares on a one-for-one basis. This follows 
the same recommendation last week from Institutional Shareholder Services 
(ISS), the other leading independent global proxy advisory firm that 
institutional investors rely on for advice regarding significant shareholder 
votes. This is the second time both firms have recommended in favour of a 
TELUS one-for-one share exchange proposal. 
In its report Glass Lewis stated "The Company notes that, excluding Mason's 
holdings, approximately 92.4% of shareholders that delivered proxies supported 
the Initial Proposal, a clear indication that the Company's shareholders 
recognize and support the long-term benefits of a share conversion on a 
one-for-one basis." 
In the conclusion of Glass Lewis's report they stated "We believe the 
overwhelming support from shareholders, excluding Mason, accurately depicts 
the value that is expected to be unlocked for long-term shareholders following 
the adoption of a single class share structure"… "Here, we believe the 
long-term benefits resulting from a simplified share structure outweigh any 
potential short-term gains from a high conversion ratio. Notably, as of 
October 4, 2012, the Company's common shares and non-voting shares had 
increased in price by 13.3% and 16.9%, respectively, since the announcement, 
likely, in some part, reflecting these benefits. The long-term enhanced access 
to capital, increased attractiveness for new investors and potential increase 
in liquidity resulting from the simplified share structure and possible NYSE 
listing outweigh the upside of a theoretical higher exchange ratio in light of 
the highly unique nature of the Company's articles, share structure and 
shareholder base. Accordingly, we recommend that shareholders vote FOR this 
Glass Lewis also commented on Mason's empty voting tactics: 
"Regardless of the terminology used to describe Mason's position, it remains 
clear that Mason has no long-term interest in the Company's non-voting shares 
and will ultimately reap significant gains if the proposed Conversion does not 
garner sufficient shareholder support." 
"Mason's position has been described as "deeply pernicious" by the U.S. law 
firm Wachtell, Lipton, Rosen & Katz and was staunchly criticized by the 
"We believe that the interests of long-term shareholders with significant 
economic investments in the Company should ultimately dictate the direction of 
the Company, rather than the influence of a singular short-term investor."   
"That both trusted independent advisory firms have again recommended their 
clients vote in favour of our proposal is a powerful confirmation that our 
proposal is fair and beneficial to all shareholders, is widely supported by 
shareholders with a true economic stake in our company, and is consistent with 
the principles of good corporate governance and democracy," said Darren 
Entwistle, TELUS President and CEO. "We ask all our shareholders to support 
the exchange of TELUS' non-voting shares into common shares by casting their 
votes in favour of this important proposal." 
After TELUS announced its initial conversion proposal earlier this year, Mason 
quietly amassed approximately 19 per cent of the company's common voting 
shares, but also borrowed and sold short non-voting and common shares so that 
they are left with a very small economic interest in the company - a 
discredited practice called empty voting. Mason is trying to defeat TELUS' 
share exchange proposal and increase the difference in the trading price 
between TELUS' common and non-voting shares so that Mason can profit from its 
short/long hedging trades. 
According to Mason's latest disclosure, as of August 31 it has only a 70,900 
net share ownership stake in TELUS, a 0.02 per cent position, once its short 
position is subtracted from the shares they own. Mason shorted 14.7 million 
common shares and 18.0 million non-voting shares, while owning 32.8 million 
common shares. Mason in its September 24 dissident circular chose to not 
update TELUS shareholders with their more recent hedge position. 
TELUS has called a meeting on October 17 where all TELUS shareholders are 
being invited to vote on the company's proposal to exchange non-voting shares 
into common shares on a one-for-one basis. TELUS is asking shareholders to 
support the company's proposal. 
Forward looking statement:
This news release contains statements about expected future events of TELUS 
that are forward-looking. By their nature, forward-looking statements require 
the Company to make assumptions and predictions and are subject to inherent 
risks and uncertainties. There can be no assurance that the share exchange 
proposal will receive the necessary voting approval and, if not approved, the 
market price of non-voting shares and/or common shares may decline given that 
share prices in both classes increased on the announcement of the February 
proposal. In addition, there can be no assurance that the pending or new court 
proceedings will find in favour of the October 17 meeting proceeding as 
planned, the final court order in respect of the Arrangement will be granted 
and that the associated benefits for TELUS shareholders will be realized. 
There is significant risk that the forward-looking statements will not prove 
to be accurate. Readers are cautioned not to place undue reliance on 
forward-looking statements as a number of factors could cause actual future 
events to differ materially from that expressed in the forward-looking 
statements. Except as required by law, TELUS disclaims any intention or 
obligation to update or revise forward-looking statements. Permission was not 
requested to quote from the Glass Lewis report. 
TELUS (TSX: T, T.A; NYSE: TU) is a leading national telecommunications company 
in Canada, with $10.6 billion of annual revenue and 12.8million customer 
connections including 7.4million wireless subscribers, 3.5million wireline 
network access lines, 1.3million Internet subscribers and 595,000 TELUS TV 
customers. Led since 2000 by President and CEO, Darren Entwistle, TELUS 
provides a wide range of communications products and services including 
wireless, data, Internet protocol (IP), voice, television, entertainment and 
In support of our philosophy to give where we live, TELUS, our team members 
and retirees have contributed more than $260million to charitable and 
not-for-profit organizations and volunteered 4.2million hours of service to 
local communities since 2000. Fourteen TELUS Community Boards lead TELUS' 
local philanthropic initiatives. TELUS was honoured to be named the most 
outstanding philanthropic corporation globally for 2010 by the Association of 
Fundraising Professionals, becoming the first Canadian company to receive this 
prestigious international recognition. 
For more information about TELUS, please visit 
Media relations: Shawn Hall (604) 619-7913 
 Investor relations: Darrell Rae (604) 697-8192   
SOURCE: TELUS Corporation 
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CO: TELUS Corporation
ST: British Columbia
-0- Oct/05/2012 21:33 GMT
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