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

For the effect of the Arrangement on the BC TELECOM Optionholders and TELUS Optionholders, see
‘‘The Effect of the Arrangement on Shareholdings — Option Exchange’’.
Benefits of the Transaction
The Arrangement, together with the actions and agreements contemplated therein, combines the
complementary strengths of Canada’s second and third largest domestic telecommunications companies,
providing BCT.TELUS with:
• A new platform for national growth;
• Significant synergies from consolidation;
• A significant increase in scale and scope, providing strong financial capacity to support future growth
opportunities; and
• An alliance with GTE, a telecommunications leader in the provision of voice, data and internet services.
See ‘‘Benefits of the Transaction’’.
Recommendations of the Boards of Directors
BC TELECOM
The BC TELECOM Board of Directors has unanimously concluded 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 with GTE 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 of
BC TELECOM unanimously recommends that BC TELECOM Shareholders vote in favour of the Arrangement
and the BC TELECOM Special Resolution.
In reaching the foregoing conclusions, the BC TELECOM Board of Directors obtained and considered
financial, legal and accounting advice and considered a number of other factors which it believed to be relevant,
including the report and recommendations of its Independent Committee. See ‘‘Deliberations and
Recommendations — Recommendation of BC TELECOM Board of Directors’’.
TELUS
The TELUS Board of Directors has unanimously concluded that the terms of the business combination are
in the best interests of TELUS and are fair to TELUS Common Shareholders. The Board of Directors of TELUS
unanimously recommends that TELUS Shareholders vote in favour of the Arrangement and the TELUS Special
Resolution.
In reaching the foregoing conclusions, the TELUS Board of Directors obtained and considered financial,
legal and accounting advice and considered a number of other factors which it believed to be relevant, including
the report and recommendations of its Transaction Review Committee. See ‘‘Deliberations and
Recommendations — Recommendation of TELUS Board of Directors’’.
Opinions of Financial Advisors
TD Securities Inc. and J.P. Morgan Securities Inc.
Each of TD Securities Inc. and J.P. Morgan Securities Inc. has acted as a financial advisor to
BC TELECOM in connection with the Arrangement. In the opinion of TD Securities Inc., as at the date of its
written opinion and based upon the assumptions made, scope of review and limitations set forth in its written
opinion, the Transaction (as defined in the opinion of TD Securities Inc.) is fair from a financial point of view to
the BC TELECOM Common Shareholders. In the opinion of J.P. Morgan Securities Inc., as at the date of its
written opinion and based upon the assumptions made, scope of review and limitations set forth in its written
opinion, the consideration to be received by BC TELECOM Common Shareholders in the Arrangement is fair,
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