Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Relief from the registration and prospectus requirements with respect to distributions of securities pursuant to a dividend reinvestment and share purchase plan.

Relief also provided from requirements to file insider trading reports regarding beneficial acquisitions of securities by certain insiders under the dividend reinvestment option.

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c. 418, ss. 34(1)(a), 48, 61, 76, 87 and 91

3.1 BCT.TELUS was incorporated under the Company Act (British Columbia) on October 26, 1998. BCT.TELUS, a holding corporation, is the second largest domestic Canadian telecommunications provider whose wholly owned subsidiaries provide telecommunications services, cellular services, director advertising services and international telecommunication consulting services;

3.2 BCT.TELUS has dual head offices located in Edmonton, Alberta and in Burnaby, British Columbia;

3.3 the authorized capital of BCT.TELUS consists of 4,000,000,000 shares divided into 1,000,000,000 common shares without par value (the “Common Shares”), 1,000,000,000 non-voting shares without par value (the “Non-Voting Shares”), 1,000,000,000 first preferred shares without par value (the “First Preferred Shares’) and 1,000,000,000 second preferred shares without par value (the “Second Preferred Shares”). As at February 1, 1999 there were 177,427,492 Common Shares issued and outstanding and 59,125,022 Non-Voting Shares issued and outstanding. There are no First Preferred Shares or Second Preferred Shares issued and outstanding;

3.4 the Common Shares are listed and posted for trading through the facilities of The Toronto Stock Exchange (the “TSE”), the Montreal Exchange (the “ME”), the Alberta Stock Exchange (the “ASE”) and the Vancouver Stock Exchange (the “VSE”);

3.5 BCT.TELUS is the result of a court approved arrangement under the Alberta Business Corporations Act (the “ABCA”) and the Canadian Business Corporation Act (the “CBCA”) involving shareholders and optionholders of TELUS Corporation (“TELUS”) and shareholders and optionholders of BC TELECOM Inc. (“BC TELECOM”) (the “Arrangement”);

3.6 in connection with the Arrangement, shareholders and optionholders of each of TELUS and BC TELECOM were sent a joint management proxy circular dated December 8, 1998, which provided prospectus-level disclosure with respect to the Arrangement;

3.7 the Arrangement was approved on January 19, 1999 at a special meeting of TELUS shareholders and optionholders and on January 21, 1999 at a special meeting of BC TELECOM shareholders and optionholders;

3.8 the Arrangement was approved by the Court of Queen’s Bench of Alberta by an order dated January 21, 1999 and by the Supreme Court of British Columbia by an order dated January 22, 1999. The effective date of the Arrangement was February 1, 1999;

3.9 BCT.TELUS is a reporting issuer or the equivalent in each of the Jurisdictions;

3.10 BCT.TELUS is not in default of the requirements of the Legislation;

3.11 prior to the Arrangement, TELUS was a reporting issuer or the equivalent in all of the Jurisdictions and had been so since 1990 and BC TELECOM was a reporting issuer or the equivalent in all of the Jurisdictions, except the Yukon and the Northwest Territories, and had been so for more than five years;

3.12 there are shareholders of BCT.TELUS residing in every province and territory of Canada. In total, as at February 1, 1999, there were approximately 51,000 registered holders and 70,000 beneficial holders of Common Shares and approximately 51,000 registered holders and 70,000 beneficial holders of Non-Voting Shares;

3.13 under the DRISP:

3.13.1 eligible participants include a holder of record (a “Registered Holder”) of Common Shares, a Registered Holder of Non-Voting Shares, a Registered Holder of BC TEL preferred shares (the “BC TEL Preferred Shares”) or a beneficial holder who has transferred their Common Shares, Non-Voting Shares or BC TEL Preferred Shares, as the case may be, into their own name or into a specific segregated registered account, such as a numbered account with a bank, trust company or broker, in order to participate in the DRISP;

3.13.2 if an eligible holder elects to participate in the DRISP, dividends paid on the Common Share, Non-Voting Shares or BC TEL Preferred Shares held under the DRISP will be automatically reinvested by BCT.TELUS in addition Common Shares (the “Dividend Reinvestment Option”) provided the participant remains eligible under the DRISP and has not withdrawn;

3.13.3 Registered Holders of Common Shares, Non-Voting Shares and BC TEL Preferred Shares under the DRISP are also entitled to make cash payments (the “Cash Payment Option”) to purchase additional Common Shares whereby optional cash payments of not less than Cdn. $100 per transaction and not greater than Cdn. $20,000 per calendar year may be applied to the purchase of Common Shares;

3.14 prior to the Arrangement, each of TELUS and BC TELECOM had similar dividend reinvestment and share purchase plans which initial trades and first trades were exempt from the prospectus and registration requirements in all of the applicable Jurisdictions pursuant to similar exemption orders or as a result of the fact that TELUS and BC TELECOM had been reporting issuers for longer than twelve months;

3.15 all participants of TELUS and BC TELECOM dividend reinvestment and share purchase plans prior to January 31, 1999 have been automatically continued as participants of the DRISP, unless BCT.TELUS was otherwise instructed by the participant. An offering circular setting forth the terms and conditions of the DRISP will be mailed to all participants of TELUS and BC TELECOM plans who have not exited the DRISP;

3.16 the issuance of Common Shares under the DRISP is subject to ownership restrictions contained in the Telecommunications Act (Canada), which provide that not less that 66 2/3 % of the issued and outstanding voting shares of the corporate parent of a telecommunications carrier, such as BCT.TELUS must be owned by Canadians and must not be otherwise controlled by non-Canadians;

3.17 the price of Common Shares purchased pursuant to the Dividend Reinvestment Option will depend on whether, at the discretion of BCT.TELUS, the Common Shares are purchased on the open market or from the treasury of BCT.TELUS:

3.17.1 when Common Shares are purchased directly from the treasury of BCT.TELUS, whether under the Dividend Reinvestment Option or the Cash Payment Option, the price of such Common Shares will be the average market price (defined in the DRISP as the weighted average price of all trades of Common Shares on the TSE in the month preceding the Investment Date, as such term is defined in the DRISP);

3.17.2 in addition, BCT.TELUS may, at its discretion, issue shares from treasury under the Dividend Reinvestment Option at a discount of up to 5% from the market price;

3.17.3 the purchase price of Common Shares purchased from the market, whether under the Dividend Reinvestment Option or the Cash Payment Option, will be the weighted average of the price of all Common Shares, excluding brokerage commissions, purchased on behalf of all eligible participants, on the TSE on the investment date (as defined below);

3.18 the investment date (the “Investment Date”) for:

3.18.1 the reinvestment of Common Share or Non-Voting Share dividends is the date chosen by the BCT.TELUS board of directors for the payment of a Common Share or Non-Voting Share dividend;

3.18.2 Option Cash Payments and the reinvestment of BC TEL Preferred Share dividends is the first business day of each month;

3.19 purchases under both the Dividend Reinvestment Option and the Cash Payment Option will be invested in full, which may result in the purchase of fractions of a Common Share. Common Shares will be purchased under the DRISP by Montreal Trust Company of Canada, as agent of the DRISP, and held by the agent in an account in the participants name;

3.20 the DRISP was approved by the BCT.TELUS board of directors on February 1, 1999;

3.21 an application has been made to each of the TSE, ME, ASE and VSE to accept for listing 500,000 Common Shares that can be issued from treasury pursuant to the DRISP;

3.22 the number of Common Shares issuable pursuant to the DRISP will not exceed 2% of the total issued and outstanding Common Shares at the beginning of a financial year on an ongoing basis;

7.1 disclosure of the date of the distribution of such Common Shares, the number of such Common Shares and the purchase price paid of such Common Shares be made to the relevant Jurisdictions under the Legislation in:

7.1.1 an information circular or take-over bid circular filed in accordance with the Legislation; or

7.1.2 a letter filed with the Decision Maker in the appropriate Jurisdiction by a person or company certifying that the person or company has knowledge of the facts contained in the letter;

when BCT.TELUS distributes such Common Shares for the first time and not less frequently than annually thereafter unless the aggregate number of Common Shares so traded in any month exceeds 1% of the Common Shares outstanding at the beginning of a month in which the Common Shares were traded, in which case a separate report shall be filed in respect of than month;

7.2 no unusual effort is made to prepare the market or create demand for the Common Shares;

7.3 no extraordinary commission or consideration is paid in respect of the trades in the Common Shares;

7.4 BCT.TELUS is a reporting issuer or the equivalent at the time of the first trade;

7.5 the vendor of the Common Shares acquired pursuant to the DRISP, if in a special relationship with BCT.TELUS, has no reasonable grounds to believe that BCT.TELUS is in default of any requirement of the Legislation; and

7.6 the trade of the Common Shares acquired pursuant to the DRISP is not from the holdings of a person or company or a combination of persons or companies holding a sufficient number of any securities of BCT.TELUS so as to affect materially the control of BCT.TELUS or more than 20% of the outstanding voting securities of BCT.TELUS except where there is evidence showing that the holdings of those securities does not affect materially the control of BCT.TELUS;

8.1 each Participating Insider file by the last day of March of each year a report (a “Yearly Report”) in the form required to be filed under the Legislation disclosing any change or changes in his or her direct or indirect beneficial ownership of or control or direction over securities of BCT.TELUS inclusive of any change or changes resulting from his or her participation in the DRISP during the 12-month period ending the preceding December 31 (the “Reporting Period”) which were not previously reported in the holdings of the Participating Insider;

8.2 if in any month during a Reporting Period there are one or more changes (other than an acquisition of beneficial ownership that arises solely as a result of the automatic operation of the DRISP) (a “Change” or “Changes”) in the Participating Insider’s direct or indirect beneficial ownership of or control or direction over Common Shares, Non-Voting Shares or BC TEL Preferred Shares, the form required to be filed under the Legislation to be filed by the Participating Insider as required under the applicable Legislation shall include disclosure of changes resulting from the automatic operation of the DRISP which were not previously reported in the holdings of the Participating Insider;

8.3 if a participant in the DRISP becomes a Participating Insider of BCT.TELUS during a Reporting Period, of if an insider of BCT.TELUS becomes a Participating Insider, then the purposes of the first Yearly Report contemplated by paragraph 8.1 above the “Reporting Period” for that Participating Insider shall be calculated as the period of time commencing on the date the participant became an insider of BCT.TELUS through to December 31 of that year; and

8.4 if, at any time during a Reporting Period other than at the commencement of such period, the Participating Insider determines to adopt the use of a Yearly Report to report changes in direct or indirect beneficial ownership of or control or direction over Common Shares of BCT.TELUS pursuant to the DRISP, then for the purposes of the first Yearly Report contemplated by paragraph 8.1 above the “Reporting Period” shall be calculated as the period of time commencing on the date on which such determination is made through to December 31 of that year.