Offer to purchase CLEARNET.pdf - About TELUS

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CONSENT OF COUNSEL To: The Directors of TELUS Corporation We hereby consent to the reference to our opinions contained under ‘‘Enforceability of Certain Civil Liabilities in the United States’’ and ‘‘Additional Information Concerning TELUS — Eligibility for Investment’’ in the Circular accompanying the Offers to Purchase dated September 20, 2000 made by TELUS Corporation to the holders of Class A Non-Voting Shares, Class B Shares, Class C Subordinate Voting Shares and Class D Subordinate Voting Shares of Clearnet Communications Inc. September 20, 2000 (Signed) FARRIS, VAUGHAN, WILLS & MURPHY To: The Directors of TELUS Corporation We hereby consent to the reference to our opinion contained under ‘‘Canadian Federal Income Tax Considerations’’ in the Circular accompanying the Offers to Purchase dated September 20, 2000 made by TELUS Corporation to the holders of Class A Non-Voting Shares, Class B Shares, Class C Subordinate Voting Shares and Class D Subordinate Voting Shares of Clearnet Communications Inc. September 20, 2000 (Signed) BENNETT JONES LLP To: The Directors of TELUS Corporation We hereby consent to the reference to our firm under ‘‘United States Federal Income Tax Considerations’’ in the Circular accompanying the Offers to Purchase dated September 20, 2000 made by TELUS Corporation to the holders of Class A Non-Voting Shares, Class B Shares, Class C Subordinate Voting Shares and Class D Subordinate Voting Shares of Clearnet Communications Inc., without admitting that we are experts under applicable U.S. and Canadian federal, or provincial or territorial securities laws. September 20, 2000 (Signed) CLEARY, GOTTLIEB, STEEN & HAMILTON 62
CONSENT OF AUDITORS To: British Columbia Securities Commission Alberta Securities Commission Saskatchewan Securities Commission Manitoba Securities Commission Ontario Securities Commission Commission des valeurs mobilieres du Quebec Administrator, Department of Provincial Secretary, New Brunswick Nova Scotia Securities Commission Registrar of Securities, Prince Edward Island Registrar of Securities, Newfoundland and Labrador Dear Sirs: Re: TELUS Corporation — Offers to purchase any and all of the issued and outstanding Class A Non-Voting Shares, Class B Shares, Class C Subordinate Voting Shares and Class D Subordinate Voting Shares of Clearnet Communications Inc. We refer to the Circular included in the Offers to Purchase of TELUS Corporation dated September 20, 2000 relating to the purchase of outstanding Class A Non-Voting Shares, Class B Shares, Class C Subordinate Voting Shares and Class D Subordinate Voting Shares of Clearnet Communications Inc. We consent to the use of our report dated January 28, 2000 (except notes 21 and 22 which are as at September 20, 2000) to the directors of TELUS Corporation on the consolidated balance sheets of TELUS Corporation as at December 31, 1999 and 1998 and the consolidated statements of income, retained earnings and cash flows for each of the two years in the period ended December 31, 1999. We also consent to the use in the Circular of our compilation report dated September 20, 2000 to the directors of TELUS Corporation on the compilation of the unaudited pro forma consolidated balance sheet of TELUS Corporation as at December 31, 1999 and June 30, 2000 and the unaudited pro forma consolidated statements of income for the year ended December 31, 1999 and the six months ended June 30, 2000. We report that we have read the Circular and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that is derived from the financial statements upon which we have reported or that is within our knowledge as a result of our audits of such financial statements. This letter is provided to the securities regulatory authorities to which it is addressed pursuant to the requirements of their securities legislation and not for any other purpose. Vancouver, Canada (Signed) ARTHUR ANDERSEN LLP September 20, 2000 Chartered Accountants 63
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No securities commission or similar
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QUESTIONS AND ANSWERS ABOUT THE OFF
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outstanding voting shares of Clearn
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WHERE YOU CAN OBTAIN MORE INFORMATI
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SUMMARY The following is a summary
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Commitment to Accept the Offers by
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Selected Historical and Pro Forma C
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DEFINITIONS In the accompanying Sum
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‘‘Governmental Entity’’ mea
Page 19 and 20: ‘‘Shareholders Agreements’’
Page 21 and 22: Shares and the amount of cash recei
Page 23 and 24: shares into the Depositary’s acco
Page 25 and 26: the person or persons specified by
Page 27 and 28: (l) neither TELUS nor the Banks bec
Page 29 and 30: condition of the Offers specified u
Page 31 and 32: (f) the Holdco Shareholder properly
Page 33 and 34: Notice of any determination regardi
Page 35 and 36: The Offers are not being made to, n
Page 37 and 38: On July 14, 2000, Darren Entwistle,
Page 39 and 40: espect of such Acquisition Proposal
Page 41 and 42: etter positioned to take advantage
Page 43 and 44: The funds obtained pursuant to the
Page 45 and 46: part of its national strategy, TELU
Page 47 and 48: to require holders of TELUS Non-Vot
Page 49 and 50: ‘‘Dividends’’ in TELUS’ A
Page 51 and 52: systems. Change in the regulation o
Page 53 and 54: (b) the management proxy circular o
Page 55 and 56: COMMITMENTS TO ACQUIRE SECURITIES O
Page 57 and 58: the proposed transaction is likely
Page 59 and 60: ACQUISITION OF CLEARNET SHARES NOT
Page 61 and 62: least equal in value to the conside
Page 63 and 64: Beneficial owners of Clearnet Conve
Page 65 and 66: separately dispose of the balance o
Page 67 and 68: also be taxable Canadian property w
Page 69: No brokerage fees or commissions wi
Page 73 and 74: CERTIFICATE OF 612459 B.C. LTD. The
Page 75 and 76: MANAGEMENT’S REPORT Management is
Page 77 and 78: TELUS CORPORATION (FORMERLY BCT.TEL
Page 87 and 88: 4. FINANCING COSTS TELUS CORPORATIO
Page 105 and 106: SCHEDULE II TELUS CORPORATION UNAUD
Page 107 and 108: COMPILATION REPORT To the Directors
Page 109 and 110: TELUS CORPORATION PRO FORMA CONSOLI
Page 111 and 112: TELUS CORPORATION NOTES TO THE PRO
Page 119 and 120: TELUS CORPORATION PRO FORMA CONSOLI
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TELUS CORPORATION NOTES TO THE PRO
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SCHEDULE III TELUS CORPORATION U.S.
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The following table restates the ma
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ANNEX A ADDITIONAL INFORMATION ADDI
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Fares F. Salloum President — Inte
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Officers Name and Position held wit
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