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

their entirety. The foregoing summaries of the TD Securities Opinion and the J.P. Morgan Securities Opinion are
qualified in their entirety by reference to the full text of such opinions. The TD Securities Opinion and the
J.P. Morgan Securities Opinion were prepared at the request and for the information of the Board of Directors
of BC TELECOM and do not constitute a recommendation to any BC TELECOM Shareholder as to how such
shareholder should vote with respect to the Arrangement.
TD Securities and J.P. Morgan Securities will receive fees for their respective services in connection with the
Arrangement, portions of each of which are contingent upon consummation of the Arrangement. TD Securities,
J.P. Morgan Securities and their respective affiliates have, in the past, provided or may, in the ordinary course of
their business perform investment banking or financial advisory services for BC TELECOM, TELUS, GTE or
any of their respective associates and affiliates. TD Securities and J.P. Morgan Securities have and will receive
customary fees for such services. In the ordinary course of business, TD Securities, J.P. Morgan Securities or
their affiliates may hold or actively trade the securities of BC TELECOM, TELUS and GTE for their own
accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position
in such securities.
Opinion of CIBC Wood Gundy Securities Inc.
The Independent Committee retained CIBC Wood Gundy on September 18, 1998 to provide financial and
strategic advice in connection with the Arrangement and to render an opinion as to the fairness of the
transaction from a financial point of view. In the opinion of CIBC Wood Gundy, as at October 19, 1998, the date
of its written opinion, and based upon the assumptions made, scope of review and limitations set forth in its
written opinion, the Heads of Agreement is fair from a financial point of view to the Minority Shareholders and
the Share Exchange Ratios and resulting Pro Forma BCT Ownership Percentage (both as defined in the
CIBC Wood Gundy Opinion) are fair from a financial point of view to BC TELECOM Common Shareholders,
including the Minority Shareholders.
On October 27, 1998, CIBC Wood Gundy reconfirmed its opinion to the Independent Committee. The full
text of the CIBC Wood Gundy Opinion, which sets forth the assumptions made, scope of review and limitations
on the review undertaken, is included in Appendix F — Fairness Opinions. BC TELECOM Shareholders are
urged to read the CIBC Wood Gundy Opinion carefully in its entirety. This summary of the CIBC Wood Gundy
Opinion is qualified in its entirety by reference to the full text of such opinion. The CIBC Wood Gundy Opinion
was prepared at the request and for the information of the Independent Committee and does not constitute a
recommendation to any BC TELECOM Shareholder as to how such shareholder should vote with respect to
the Arrangement.
CIBC Wood Gundy will receive fees for its services in connection with the Arrangement. CIBC Wood
Gundy or its affiliates has, in the past, provided or may, in the ordinary course of its business perform investment
banking or financial advisory services for BC TELECOM, TELUS, GTE or any of their respective associates and
affiliates. CIBC Wood Gundy has and will receive customary fees for such services. In the ordinary course of
business, CIBC Wood Gundy or its affiliates may hold or actively trade in the securities of BC TELECOM,
TELUS and GTE for its own account and for the accounts of its customers and, accordingly, may at any time
hold a long or short position in such securities.
Recommendation of BC TELECOM Board of Directors
The Board of Directors of BC TELECOM has unanimously determined, based on the considerations noted
below, that the terms of the Arrangement are in the best interests of BC TELECOM and are fair to its
shareholders as a whole and to the minority shareholders. The BC TELECOM Board of Directors (other than
those directors who declared their interest in the Heads of Agreement and abstained from voting to approve the
Heads of Agreement) has also unanimously concluded that the terms of the Heads of Agreement are in the best
interests of BC TELECOM and are fair to its shareholders as a whole and to the minority shareholders. The
Board of Directors unanimously recommends that BC TELECOM Shareholders vote in favour of the
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