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Offer to purchase CLEARNET.pdf - About TELUS

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‘‘Dividends’’ in <strong>TELUS</strong>’ Annual Information Form dated March 17, 2000 which is incorporated by reference in<br />

this Circular.<br />

Risk Fac<strong>to</strong>rs<br />

Expenditures, Capital and Demand for Services<br />

The level of expenditures necessary <strong>to</strong> maintain quality of service, the availability and cost of capital, and<br />

the extent of demand for telephone access lines, optional services, basic long distance services, wireless services<br />

and new and emerging services, in the markets served by <strong>TELUS</strong>, constitute fac<strong>to</strong>rs which could materially affect<br />

its results of operations and financial condition in the future. The level of expenditures could materially increase<br />

as <strong>TELUS</strong> seeks <strong>to</strong> expand the scope and scale of its businesses beyond traditional terri<strong>to</strong>ries and service<br />

offerings. Furthermore, as <strong>TELUS</strong> incurs additional expenditures <strong>to</strong> update its networks, products and services<br />

<strong>to</strong> remain competitive, it is exposed <strong>to</strong> incremental financial risks associated with newer technologies that are<br />

subject <strong>to</strong> accelerated obsolescence.<br />

Economic Fluctuations<br />

<strong>TELUS</strong>’ performance is affected by the general condition of the economy, with demand for services and the<br />

amount of use tending <strong>to</strong> decline when economic growth and retail activity decline. It is not possible for <strong>TELUS</strong><br />

<strong>to</strong> accurately predict economic fluctuations and the impact of such fluctuations on its performance.<br />

No Voting Rights for <strong>TELUS</strong> Non-Voting Shares<br />

The holders of <strong>TELUS</strong> Non-Voting Shares are entitled <strong>to</strong> receive notice of, attend and be heard at all<br />

general meetings of the shareholders of <strong>TELUS</strong> and are entitled <strong>to</strong> receive all notices of meetings, information<br />

circulars and other written information from <strong>TELUS</strong> that the holders of <strong>TELUS</strong> Common Shares are entitled <strong>to</strong><br />

receive from <strong>TELUS</strong>, but are not entitled <strong>to</strong> vote at such general meetings unless otherwise required by law. The<br />

decisions regarding the management of <strong>TELUS</strong>’ affairs will be made exclusively by the officers and direc<strong>to</strong>rs of<br />

<strong>TELUS</strong> and the holders of <strong>TELUS</strong> Common Shares and not by the holders of <strong>TELUS</strong> Non-Voting Shares.<br />

Increasing Competition<br />

The significant growth and size, as well as the increasing global scope, of the telecommunications industry is<br />

attracting new entrants and encouraging parties other than existing participants <strong>to</strong> expand their services and<br />

their markets. Mergers and acquisitions, as well as alliances and joint ventures, are creating new or larger<br />

participants with broad skills and significant resources which will further impact the competitive landscape.<br />

Current and future competi<strong>to</strong>rs are coming not just from within Canada, but also globally, and will include not<br />

only major telecommunications companies, but also cable companies, Internet companies, wireless service<br />

providers and other companies that offer network services, such as providers of business information systems<br />

and systems integra<strong>to</strong>rs, as well as an increasing number of other companies that deal with or have access <strong>to</strong><br />

cus<strong>to</strong>mers through various communications networks. Many of these companies are significant in size and<br />

resources and have a significant market presence with broad recognition and existing cus<strong>to</strong>mer relationships.<br />

The markets for wireless telephone services, terminal equipment, certain data services, Internet service<br />

provisions, long distance services, including competitive routes in the interexchange private line market, have all<br />

been found by the CRTC <strong>to</strong> be sufficiently competitive <strong>to</strong> permit the CRTC <strong>to</strong> refrain from regulating these<br />

services and the CRTC has done so through the issuance of forbearance orders. These forbearance orders<br />

relieve the incumbent telephone companies from the obligation <strong>to</strong> file tariffs for CRTC approval of price<br />

changes, however, competitive pressure may cause price erosion. In most cases, forbearance orders continue <strong>to</strong><br />

require that the services be subject <strong>to</strong> ‘‘light-handed’’ CRTC regulation with respect <strong>to</strong> the treatment of<br />

cus<strong>to</strong>mer-confidential information and that the requirement <strong>to</strong> ensure access <strong>to</strong> networks is not unjustly<br />

discrimina<strong>to</strong>ry or unduly preferential. In some cases, the forbearance orders also require that the incumbent<br />

companies allow resale and sharing of the services in question. In order <strong>to</strong> promote competition, the CRTC<br />

requires the incumbent companies <strong>to</strong> permit interconnection and, in some cases, unbundle certain network<br />

facilities in order <strong>to</strong> allow competition <strong>to</strong> develop in markets which are not yet fully competitive, such as the<br />

local exchange market. Other companies, such as cable providers are now able <strong>to</strong> use their networks <strong>to</strong> compete<br />

41

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