Offer to purchase CLEARNET.pdf - About TELUS

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TELUS CORPORATION (FORMERLY BCT.TELUS COMMUNICATIONS INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 1999 14. SHAREHOLDERS’ EQUITY (Continued) Options granted prior to 1999 can be exercised in a ratio of 75% voting and 25% non-voting for common shares in BCT.TELUS. Options Options Average Year Options Granted Granted Outstanding Exercise Price 1999 3,700 3,700 $ 36.78 1998 339,600 322,934 46.72 1997 435,800 375,496 31.05 1996 427,200 250,401 25.26 1995 213,300 98,900 24.20 BC TELECOM Long-Term Incentive Share Option Plan: BC TELECOM had stock option plans under which directors, officers and key employees received common share purchase options at a price equal to the fair market value of the shares at the date of granting. Options granted in the plan may be exercised over specific periods not to exceed 10 years from the date granted. These options can be exercised in a ratio of 75% voting and 25% non-voting for common shares in BCT.TELUS. Options Options Average Year Options Granted Granted Outstanding Exercise Price 1995 395,300 120,486 $ 24.25 1994 293,756 86,781 25.08 1993 444,300 74,700 19.25 1992 263,725 32,850 22.13 1991 270,600 33,000 20.00 TELUS Stock Option Plans: TELUS had stock option plans under which directors, officers and key employees received common share purchase options at a price equal to the fair market value of the shares at the date of granting. Options granted under the plans may be exercised over specific periods not to exceed seven years from the date of granting. These options can be exercised in a ratio of 75% voting and 25% non-voting for common shares in BCT.TELUS. Options Options Average Year Options Granted Granted Outstanding Exercise Price 1998 540,930 398,937 $ 42.39 1997 670,330 366,276 25.97 1996 717,300 296,001 21.33 1995 379,600 75,157 21.14 1994 387,000 188,803 20.78 1993 406,527 21,505 16.57 At December 31, 1999, 7,769,846 shares remained reserved for issuance under all option plans. I-21
TELUS CORPORATION (FORMERLY BCT.TELUS COMMUNICATIONS INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 1999 14. SHAREHOLDERS’ EQUITY (Continued) (e) Employee Share Purchase Plan The Company has an employee share purchase plan under which eligible employees can purchase common shares through regular payroll deductions by contributing between 1% and 6% of pay. The Company contributes two dollars for every five dollars contributed by an employee. The Company records its contributions as a component of operating expenses. During 1999, the Company contributed $19.2 million ($10.9 million — 1998) to this plan. All common shares issued to employees under the plan during the year were purchased on the market at normal trading prices. Under this plan, the Company has the option of offering shares from Treasury or having the trustee acquire shares in the stock market. (f) Dividend Reinvestment and Share Purchase Plan The Company has a Dividend Reinvestment and Share Purchase Plan under which eligible shareholders may acquire additional common shares through the reinvestment of dividends and optional cash payments. Shares purchased through optional cash payments are subject to a minimum investment of $100 and a maximum investment of $20,000 per calendar year. Under this Plan, the Company has the option of offering shares from Treasury or having the trustee acquire shares in the stock market. 15. COMMITMENTS AND CONTINGENT LIABILITIES (a) The Company estimates expenditures for capital asset purchases to be $1,346 million in 2000. Substantial purchase commitments have been made in connection with these as at December 31, 1999. (b) The Company has entered into an agreement for the provision of data processing services. The 2000 cost under this agreement is expected to be approximately $55 million. (c) The Company has entered into a ten year agreement with GTE Corporation (GTE) with respect to the use of GTE’s brand and technology. The 2000 cost under this agreement is U.S. $45 million. (d) The Company has entered into an agreement with Bell Canada in the amount of $29 million in the year 2000 for services previously performed within the Stentor alliance. (e) The Company occupies leased premises in various centres and has land, buildings and equipment under operating leases. At December 31, 1999, the future minimum lease payments under capital leases and operating leases were: Capital Leases Operating Leases (millions) 2000 ............................................... $12.6 $64.2 2001 ............................................... 8.5 57.6 2002 ............................................... 5.9 51.1 2003 ............................................... 1.5 38.6 2004 ............................................... .7 33.7 Total future minimum lease payments ....................... 29.2 Less imputed interest ................................... 1.8 Capital lease liability ................................... $27.4 I-22
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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
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‘‘Shareholders Agreements’’
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Shares and the amount of cash recei
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shares into the Depositary’s acco
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the person or persons specified by
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(l) neither TELUS nor the Banks bec
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condition of the Offers specified u
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(f) the Holdco Shareholder properly
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Notice of any determination regardi
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The Offers are not being made to, n
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On July 14, 2000, Darren Entwistle,
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espect of such Acquisition Proposal
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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 and 70: No brokerage fees or commissions wi
Page 71 and 72: CONSENT OF AUDITORS To: British Col
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 93: TELUS CORPORATION (FORMERLY BCT.TEL
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
Page 127 and 128: SCHEDULE III TELUS CORPORATION U.S.
Page 129 and 130: The following table restates the ma
Page 131 and 132: ANNEX A ADDITIONAL INFORMATION ADDI
Page 133 and 134: Fares F. Salloum President — Inte
Page 135 and 136: Officers Name and Position held wit
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