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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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Shares at the Effective Date. See ‘‘Details of the Arrangement and Related Transactions — Relationship<br />

between GTE and BCT.<strong>TELUS</strong> After the Arrangement’’. To the knowledge of the senior management and<br />

directors of <strong>TELUS</strong>, there are no shareholders of <strong>TELUS</strong> who would, had the Arrangement occurred on the<br />

<strong>TELUS</strong> Record Date, own of record or beneficially, directly or indirectly, or exercise control or direction over,<br />

in excess of 10% of the BCT.<strong>TELUS</strong> Common Shares other than The Canadian Depository for Securities<br />

Limited, which holds of record in excess of 10% of such shares for the benefit of its participants.<br />

As of the date hereof, the proposed directors and officers of BCT.<strong>TELUS</strong> as a group beneficially own,<br />

directly or indirectly, or exercise control or direction over less than 1% of the outstanding BC TELECOM<br />

Common Shares and less than 1% of the outstanding <strong>TELUS</strong> Common Shares and, after the Arrangement, will<br />

hold less than 1% of the outstanding BCT.<strong>TELUS</strong> Common Shares and less than 1% of the outstanding<br />

BCT.<strong>TELUS</strong> Non-Voting Shares. The information with respect to share ownership, not being within the<br />

knowledge of either BC TELECOM or <strong>TELUS</strong>, has been furnished by the respective directors and<br />

officers individually.<br />

Auditors, Transfer Agent and Registrar<br />

As at the Effective Date, the auditors of BCT.<strong>TELUS</strong> will be Arthur Andersen LLP, Chartered<br />

Accountants, Vancouver, British Columbia. The transfer agent and registrar of the BCT.<strong>TELUS</strong> Common<br />

Shares and BCT.<strong>TELUS</strong> Non-Voting Shares will be Montreal Trust Company of Canada, with offices in<br />

Vancouver, Edmonton, Calgary, Regina, Winnipeg, Toronto, Montreal and Halifax.<br />

Dividends<br />

It is anticipated that BCT.<strong>TELUS</strong> will initially pay annual dividends on both BCT.<strong>TELUS</strong> Common Shares<br />

and BCT.<strong>TELUS</strong> Non-Voting Shares in an amount equal to $1.40 per share, commencing with a quarterly<br />

payment of $0.35 per share to be paid in respect of the first quarter of 1999. However, there can be no assurance<br />

that such dividends will be declared or continued. The declaration and payment of dividends is at the discretion<br />

of the Board of Directors of BCT.<strong>TELUS</strong> which will consider the earnings, capital requirements and financial<br />

condition of BCT.<strong>TELUS</strong> and other relevant factors.<br />

Pro Forma Combined Consolidated Capitalization of BCT.<strong>TELUS</strong><br />

The following table and notes set forth the combined consolidated capitalization of BC TELECOM and<br />

<strong>TELUS</strong> as at September 30, 1998 and the pro forma combined consolidated capitalization of BCT.<strong>TELUS</strong> as at<br />

September 30, 1998. This table should be read in conjunction with the BC TELECOM and <strong>TELUS</strong> unaudited<br />

interim comparative consolidated financial statements attached to this Joint Circular in Appendix G and H,<br />

36

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