DISK004:[98CLG6.98CLG3726]BA3726A.;28 - About TELUS
DISK004:[98CLG6.98CLG3726]BA3726A.;28 - About TELUS
DISK004:[98CLG6.98CLG3726]BA3726A.;28 - About TELUS
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of proxy must be completed to vote such securities, unless such employee attends the <strong>TELUS</strong> Meeting and votes such<br />
securities in person.<br />
Advice to Beneficial Holders of BC TELECOM Common Shares or <strong>TELUS</strong> Common Shares<br />
The information set forth in this section is of significant importance to many shareholders, as a substantial<br />
number of shareholders do not hold Shares in their own name. Shareholders who hold Shares through their<br />
brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Shares in their own name<br />
(referred in this section as ‘‘Beneficial Shareholders’’) should note that only proxies deposited by Shareholders<br />
whose names appear on the records of BC TELECOM or <strong>TELUS</strong>, as the case may be, may be recognized and<br />
acted upon at the Meetings. If BC TELECOM Common Shares or <strong>TELUS</strong> Common Shares are listed in an<br />
account statement provided to a Beneficial Shareholder by a broker, then in almost all cases those Shares will<br />
not be registered in the Beneficial Shareholder’s name on the records of BC TELECOM or <strong>TELUS</strong>, as the case<br />
may be. Such Shares will more likely be registered under the names of the broker or an agent of that broker. In<br />
Canada, the vast majority of shares are registered under the name of CDS & Co. (the registration name for The<br />
Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms). Shares held by<br />
brokers, agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial<br />
Shareholder. Without specific instructions, brokers, agents and nominees are prohibited from voting shares for<br />
the brokers’ clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of<br />
their BC TELECOM Common Shares or <strong>TELUS</strong> Common Shares are communicated to the appropriate person<br />
by the appropriate time.<br />
Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial<br />
Shareholders in advance of shareholders’ meetings. Each intermediary/broker has its own mailing procedures<br />
and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders<br />
to ensure that their BC TELECOM Common Shares or <strong>TELUS</strong> Common Shares are voted at the appropriate<br />
Meeting. The purpose of the form of proxy or voting instruction form supplied to a Beneficial Shareholder by its<br />
broker, agent or nominee is limited to instructing the registered Shareholder (the broker or agent of the broker)<br />
how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for<br />
obtaining instructions from clients to Independent Investor Communications Corporation (‘‘IICC’’). IICC<br />
typically supplies a voting instruction form, mails those forms to the Beneficial Shareholders and asks Beneficial<br />
Shareholders to return the forms to IICC or follow specified telephone voting procedures. IICC then tabulates<br />
the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be<br />
represented at the appropriate Meeting. A Beneficial Shareholder receiving a voting instruction form from IICC<br />
cannot use that form to vote BC TELECOM Common Shares or <strong>TELUS</strong> Common Shares directly at the<br />
respective Meeting — the voting instruction forms must be returned to IICC or the telephone procedures<br />
completed well in advance of the respective Meeting in order to have such shares voted.<br />
Although Beneficial Shareholders may not be recognized directly at the appropriate Meeting for the<br />
purpose of voting shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may<br />
attend at the appropriate Meeting as proxyholder for the Shareholder and vote the BC TELECOM Common<br />
Shares or <strong>TELUS</strong> Common Shares, as the case may be, in that capacity. Beneficial Shareholders who wish to<br />
attend at the appropriate Meeting and indirectly vote their BC TELECOM Common Shares or <strong>TELUS</strong><br />
Common Shares, as the case may be, as proxyholder for the registered Shareholder, should enter their own<br />
names in the blank space on the form of proxy or voting instruction form provided to them and return the same<br />
to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent),<br />
well in advance of the appropriate Meeting.<br />
VOTING AND RECORD DATE<br />
Each BC TELECOM Shareholder and <strong>TELUS</strong> Shareholder of record at the close of business on<br />
December 9, 1998 will be entitled to receive notice of the relevant Meeting. Each such Shareholder will be<br />
entitled to vote at the relevant Meeting, in accordance with the provisions set out below, unless such person<br />
transfers the ownership of any of the Common Shares held by that Shareholder after the record date and the<br />
transferee of those Common Shares establishes that such transferee owns the Common Shares and demands to<br />
the respective transfer agents at the addresses referred to above, not later than ten days before the relevant<br />
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