DISK004:[98CLG6.98CLG3726]BA3726A.;28 - About TELUS

Effective Date of the Arrangement
It is anticipated that the Arrangement will become effective after the requisite shareholder, court and
regulatory approvals have been obtained and all other conditions to the Arrangement have been satisfied or
waived. As at the date hereof, it is anticipated that the Arrangement will become effective on or about
11:59 p.m. (Pacific Standard Time) on the 31st day of January, 1999.
Stock Exchange Listings After the Effective Date
Each of the TSE, ME, ASE and VSE has conditionally approved the listing of the BCT.TELUS Common
Shares and BCT.TELUS Non-Voting Shares to be issued in connection with the Arrangement, subject to the
fulfillment of all stock exchange requirements.
Accounting Treatment
It is expected that the Arrangement will be accounted for using the pooling of interests method under
Canadian GAAP.
Key Approvals and Conditions
Court Approvals
The Arrangement requires approval by the BC Court and the Alberta Court. The BC Court will consider
the Arrangement, insofar as BC TELECOM and the BC TELECOM Shareholders are concerned, under the
provisions of the CBCA, and the Alberta Court will consider the Arrangement insofar as TELUS and the
TELUS Shareholders are concerned, under the provisions of the ABCA. Notices of Petition are contained in
Appendix K and Shareholders should refer to the Appendix for more detailed information in respect of the
hearings for the Final Orders.
Shareholder Approvals
The BC TELECOM Common Shareholders and BC TELECOM Optionholders, voting together, will be
asked to approve the BC TELECOM Special Resolution at the BC TELECOM Meeting scheduled to be held at
10:00 a.m. (Pacific Standard Time) on January 21, 1999, at the Park Ballroom, Four Seasons Hotel, 791 West
Georgia Street, Vancouver, British Columbia.
The TELUS Common Shareholders and TELUS Optionholders, voting together, will be asked to approve
the TELUS Special Resolution at the TELUS Meeting scheduled to be held at 10:30 a.m. (Mountain Standard
Time) on January 19, 1999, at the Winspear Centre, #4 Sir Winston Churchill Square, 9720 - 102nd Avenue,
Edmonton, Alberta.
Each Special Resolution must be approved by at least 662 ⁄3% of the votes cast at the respective Meetings. In
addition, since Anglo-Canadian owns greater than 50% of the outstanding BC TELECOM Common Shares and
the Arrangement contemplates the issue of BCT.TELUS Non-Voting Shares, the BC TELECOM Special
Resolution must be approved by a majority of the votes cast at the BC TELECOM Meeting other than the votes
cast by Anglo-Canadian. At the BC TELECOM Meeting, each BC TELECOM Common Shareholder and
BC TELECOM Optionholder will be entitled to vote on the basis of one vote per share held or which may be
acquired under a BC TELECOM Option Plan, as the case may be, for the purpose of voting upon the
BC TELECOM Special Resolution. At the TELUS Meeting, each TELUS Common Shareholder and each
TELUS Optionholder will be entitled to vote on the basis of one vote per share held or which may be acquired
under a TELUS Option Plan, as the case may be, for the purpose of voting upon the TELUS Special Resolution.
Regulatory Approvals
Competition Act
The Arrangement is a ‘‘notifiable transaction’’ for the purposes of Part IX of the Competition Act. On
October 30, 1998, TELUS completed its submission and on November 4, 1998, BC TELECOM completed its
submission of the required short-form pre-merger notification filing to the Competition Director in respect of
6