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

limitations set forth therein. See ‘‘Opinions of Financial Advisors to TELUS’’ and Appendix F —
Fairness Opinions — Opinion of Salomon Smith Barney Inc.;
(f) The opinion of Deloitte & Touche LLP that confirmed the appropriateness of the use of the pooling of
interests method of accounting for the Arrangement under Canadian GAAP based on the assumptions
described in such opinion;
(g) The Arrangement will not proceed unless the TELUS Special Resolution receives the favourable vote
of at least 662 ⁄3% of the votes cast at the TELUS Meeting by TELUS Shareholders;
(h) The fact that the Alberta Court will consider the fairness of the Arrangement to TELUS
Shareholders; and
(i) The availability of dissent rights. See ‘‘TELUS Shareholders Rights of Dissent’’ and Appendix E —
Procedure to Exercise Dissent Right under ABCA.
THE EFFECT OF THE ARRANGEMENT ON SHAREHOLDINGS
Share Exchange
Under the Arrangement, the following share exchanges will occur for each Shareholder: (i) 75% of the
TELUS Common Shares will be exchanged for BCT.TELUS Common Shares on the basis of the TELUS
Exchange Ratio (one to 0.7773) and 25% of the TELUS Common Shares will be exchanged for BCT.TELUS
Non-Voting Shares on the basis of the TELUS Exchange Ratio (one to 0.7773); and (ii) 75% of the
BC TELECOM Common Shares will be exchanged for BCT.TELUS Common Shares on the basis of the
BC TELECOM Exchange Ratio (one to one) and 25% of the BC TELECOM Common Shares will be
exchanged for BCT.TELUS Non-Voting Shares on the basis of the BC TELECOM Exchange Ratio (one to
one). Except for participants in the BC TELECOM Dividend Reinvestment and Share Purchase Plan, the
BC TELECOM Employee Share Purchase Plan, the TELUS Dividend Reinvestment and Share Purchase Plan
and the TELUS Employee Share Plan (the ‘‘Plans’’) as of the Effective Date, no fractional BCT.TELUS Shares
will be issued. Shareholders will receive cash in lieu of fractional shares. For a description of the procedure for
exchanging BC TELECOM Common Shares and TELUS Common Shares, see ‘‘Procedures for Exchange of
Share Certificates’’.
The effect of the Arrangement on the holdings of BC TELECOM Common Shareholders and TELUS
Common Shareholders (who are not members of the Plans) is illustrated below based on a shareholding of
150 shares immediately prior to the Arrangement.
Holdings Immediately Prior to the Arrangement Holdings Immediately After the Arrangement
150 BC TELECOM Common Shares ............ 112 BCT.TELUS Common Shares and
37 BCT.TELUS Non-Voting Shares (1)(3)
150 TELUS Common Shares .................. 87 BCT.TELUS Common Shares and
29 BCT.TELUS Non-Voting Shares (2)(3)
Notes:
(1) A holder of 150 BC TELECOM Common Shares would be entitled to 112.5 BCT.TELUS Common Shares but will receive cash in lieu
of the 0.5 BCT.TELUS Common Shares fractional amount and would be entitled to 37.50 BCT.TELUS Non-Voting Shares but will
receive cash in lieu of the 0.5 BCT.TELUS Non-Voting Shares fractional amount.
(2) A holder of 150 TELUS Common Shares would be entitled to 87.44625 BCT.TELUS Common Shares but will receive cash in lieu of
the 0.44625 BCT.TELUS Common Shares fractional amount and would be entitled to 29.14875 BCT.TELUS Non-Voting Shares but
will receive cash in lieu of the 0.14875 BCT.TELUS Non-Voting Shares fractional amount.
(3) The amount of cash (rounded to the nearest whole cent) will equal the product obtained when such fractions are multiplied by the
weighted average trading price for BCT.TELUS Common Shares or BCT.TELUS Non-Voting Shares, as the case may be, on the TSE
for the first three trading days on which the BCT.TELUS Common Shares and BCT.TELUS Non-Voting Shares are traded on an issued
basis following the Effective Date.
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