<PAGE>
[QUANTUM LEAP LOGO]
LEADING THE CONVERGENCE REVOLUTION
AUGUST 2000
[TELUS CLEARNET LOGO]
<PAGE>
forward
looking
disclaimer
safe harbour notice for forward
looking disclosure
Some statements in this presentation and accompanying commentary look forward
in time and deal with other than historical or current facts for TELUS and
Clearnet. Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations, including but not
limited to, the risks associated with: general business conditions in Canada
and the companies' service territories in Canada; competition on wireless
services (cellular), local and long distance services, data and Internet
services and within the Canadian telecommunications industry generally;
adverse regulatory action; technological change; taxation; availability of
sufficient funding; and generation of operating cashflow sufficient to
provide financial viability. For additional information with respect to
certain of these and other factors, see the reports filed by TELUS and
Clearnet with Canadian provincial securities commissions and the United
States Securities and Exchange Commission. TELUS and Clearnet disclaim any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors and security holders are advised to read the offer to
exchange/prospectus, the solicitation/recommendation statement on Schedule
14D-9 and other offer documentation regarding the transaction to be filed
with Canadian provincial securities commissions and the United States
Securities and Exchange Commission, as they will contain important
information. Security holders may obtain a free copy of the offer to
exchange/prospectus (when available) and other related documents filed by
TELUS and Clearnet at the SEC's Web site at www.sec.gov. When available, the
offer to exchange/prospectus and the other documents may also be obtained
from TELUS, Attention: TELUS Corporation Investor Relations, Floor 30-D,
10020-100 Street, Edmonton, AB T5J 0N5.
1
<PAGE>
regulatory
disclaimer
Neither the Securities and Exchange Commission nor any state securities
commission, other regulatory authority or Canadian securities commission has
approved of or passed on the adequacy or accuracy of the information in this
document. The information in this document does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities by any such person
in any jurisdiction in which it is unlawful for such person to make such an
offering or solicitation.
The transactions contemplated herein may only be completed by means of a
formal take-over bid and a take-over bid circular will be mailed to
shareholders of Clearnet upon completion. Upon receipt of the take-over bid
circular, Clearnet shareholders should consult their investment dealer,
broker, lawyer or other professional advisor if they have any questions.
2
<PAGE>
[TELUS LOGO]
SECOND LARGEST TELECOM
IN CANADA
[MAP]
[VERIZON LOGO]
- 26.7% equity interest in
TELUS
- 10-year marketing &
technology arrangement
dominant full-
service telecom
in Western
Canada
- created by 1999 merger of
BC TELECOM and TELUS
- 98% of access lines
(4.6 million)
- 71% of long distance market
- 57% of wireless market
(1.2 million subscribers)
- leading ISP
(354,000 customers)
TELUS 1999 results
(Cdn$ billion)
<TABLE>
<S> <C>
revenue 5.9
EBITDA 2.3
net income* 0.614
net debt to total capital 32%
</TABLE>
*before extraordinary and restructuring
charges
DARREN ENTWISTLE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
- ASSUMED POSITION JULY 10, 2000
- RECENT PRESIDENT, CABLE & WIRELESS UK & IRELAND
- INCREASING SENIOR POSITIONS IN FINANCE, STRATEGY, M&A
- MULTIPLE COUNTRY OPERATIONS IN IP, DATA, MOBILITY, VOICE
[QUANTUM LEAP LOGO]
3
<PAGE>
[TELUS LOGO]
strategy
TURNING IP TECHNOLOGY INTO
COMPELLING SOLUTIONS FOR
CANADIANS AT HOME, IN
THE WORKPLACE OR
ON THE MOVE
TWO IMMEDIATE
PRIORITIES
1. establish a national foot-
print for our mobility
business
2. accelerate the development
and deployment of data and
IP capabilities
behavior
defined by a
performance
culture
- acting DECISIVELY
- speed is essential in
today's competitive,
changing marketplace
- acting WITH CLARITY & FOCUS
- we know our priorities
and recognize
strategic fit
- acting RESPONSIBLY
- taking a balanced
approach for all stake-
holders
"TELUS IS ON THE MOVE - ACTING ON THE
PRIORITIES AND THE CORPORATE DIRECTION
THAT WE FIRST ANNOUNCED TO YOU BARELY A
MONTH AGO."
DE
[QUANTUM LEAP LOGO]
4
<PAGE>
largest
acquisition
THIS DEAL MAKES HISTORY
THE LARGEST CANADIAN
TELECOM ACQUISITION
IN HISTORY
- a bold and decisive step
- creates the largest Canadian
mobility company
- sets stage for mobility, data
and Internet growth strategy
this deal signals
the behavior
you can expect
from TELUS
ACTING WITH ...
VISION - to be a leader
throughout North
America
SPEED - essential in today's
competitive market-
place
FOCUS - integrated voice, data,
Internet and mobility
services
OUR STRATEGY is to turn data, IP and
mobility technology into compelling
solutions for Canadians
- at home
- at work
- on the move
[QUANTUM LEAP LOGO]
5
<PAGE>
the
acquisition
POWERFUL AND BENEFICIAL
IMPACT ...
... ON OUR TWO IMMEDIATE
PRIORITIES
1. establish a national foot-
print for our mobility
business DONE
2. accelerate the development
and deployment of data and
IP capabilities READY
data and IP
mobility
opportunity
- the new distribution platform
for data, Internet,
e-commerce
- will drive subscriber growth
and ARPU
- increased revenues, profits
and cash flow
[ARROW DOWN]
WILL FUNDAMENTALLY
SHIFT THE VALUE OF
WIRELESS ASSETS
RESOLVE: TO BE A NORTH AMERICAN LEADER IN THE
CONVERGENCE OF MOBILITY, DATA AND IP
[CHART]
[CLEARNET LOGO]
HIGHEST PERCENTAGE OF
WEB-ENABLED HANDSETS
IN CANADA
[QUANTUM LEAP LOGO]
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<PAGE>
strategic
partnerships
NO ONE CAN GO IT ALONE
partnerships
- are critical in the telecommu-
nications industry
- provide for shared human
and financial resources
- strategic alliances and part-
nerships with leaders in the
global mobile industry
[MOTOROLA LOGO]
[NEXTEL LOGO]
[VERIZON LOGO]
VERIZON SHARES OUR
VISION OF A CONVERGED
WORLD
- strategic marketing and tech-
nology agreement
- EXPLOIT services, applica-
tions, technology and pur-
chasing power
- seamless service across
North America for our busi-
ness customers
- Verizon wireless is the
U.S.A.'s largest mobile
operator with 25.5 MILLION
SUBSCRIBERS
[QUANTUM LEAP LOGO]
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<PAGE>
highlights of
the deal
EXECUTION IS EVERYTHING
TOTAL CONSIDERATION
(CDN$ BILLION)
<TABLE>
<S> <C>
cash $2.3
53.86 million TELUS shares 2.3
----
4.6
Clearnet net debt 2.0
----
----
enterprise value $6.6
</TABLE>
VALUE PER CLEARNET
SHARE
- $70*
- exchange ratio 1.636 TELUS
Non-Voting shares per
Clearnet share
* based on the weighted average trading
price of T.A. (TSE) August 18, 2000
- Clearnet shareholders can
make an all-stock or all-cash
election, subject to pro-ration
- Clearnet board recommends
acceptance
- Nextel and Motorola have
agreed to elect to receive
100% and 75% equity, respec-
tively (with 12 month escrow)
- majority shareholders agree to
irrevocably tender (represent-
ing over 86% of voting interest
and over a 30% economic
interest in Clearnet)
- Nextel, Motorola, Lenbrook,
Madison Dearborn
CONDITIONS
- AT LEAST 66 2/3% OF EACH CLASS TO BE TENDERED
- REGULATORY APPROVALS
CALENDAR
- SHAREHOLDER MAILING - SEPTEMBER
- EXPECTED CLOSING - OCTOBER
- U.S. LISTING - FOLLOWING CLOSING
[QUANTUM LEAP LOGO]
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<PAGE>
buy versus
build
NO CONTEST
the decision to buy Clearnet
is superior to building
our own wireless network
<TABLE>
<CAPTION>
Buy Build
-----------------------------------------
<S> <C> <C>
speed to market immediate leadership 3 years
secure management 2,600 skilled recruit
talent/employee base entrepreneurial employees from scratch
spectrum largest owner limited
in Canada bandwidth
</TABLE>
buy vs build NPV impact $1.5 BILLION
"IT WOULD HAVE TAKEN US THREE YEARS TO REACH
THIS POSITION. THE CONVERGENCE REVOLUTION IS
NOW, AND WE INTEND TO LEAD IT."
DE
[QUANTUM LEAP LOGO]
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<PAGE>
opportune
timing
impetus for
concluding the deal NOW
1. MOBILITY PENETRATION
RATES
- positive momentum driven
by convergence, innovation
and new data and IP
applications
- Canada's wireless penetra-
tion is 25%
- G7 experience says growth
accelerates rapidly beyond
the 20%-25% penetration
rate
2. THE SPECTRUM AUCTION
- eliminate uncertainty with
respect to spectrum
acquisition
- we intend to participate in
the auction to enhance our
competitive advantage
3. FOREIGN OWNERSHIP
RESTRICTIONS
- exploiting window of appor-
tunity under current rules
- when rules relax we will
leverage international
capital markets to fuel
our growth
WORLDWIDE PREFERRED WEB-ACCESS METHOD
[GRAPH]
[QUANTUM LEAP LOGO]
10
<PAGE>
synergies
MAKING A GREAT DEAL
EVEN BETTER
this is a GROWTH STORY with
rationalization opportunities
<TABLE>
<CAPTION>
NPV
---------------------
$/share
$ billion Clearnet
---------------------
<S> <C> <C>
Operating* 1.6 24
Tax losses 0.5 - 0.8 8 - 12
---------------------
TOTAL $21 - 2.4 $32 - 36
---------------------
---------------------
</TABLE>
- revenue
- grow customer base
- focus on higher ARPU,
business customers
- operating
- reduced roaming costs
- combined marketing and
administration
- network efficiency
- avoidance of start-up
losses from re-sale pro-
gram in Eastern Canada
- capital
- elimination of network
duplication
TELUS HAS A PROVEN TRACK RECORD ACHIEVING
SYNERGY TARGETS
[QUANTUM LEAP LOGO]
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<PAGE>
why
clearNET
GREAT COMPANY
GREAT FIT
partner of
choice
1. a national wireless footprint
overnight
2. fastest growing year-over-
year network revenue
growth
3. compatible CDMA
technology
4. talented management and
growth-oriented culture
5. highest percentage of Web-
enabled handsets in Canada
strategic
relationships
[MOTOROLA LOGO]
[NEXTEL LOGO]
- leaders in the global mobile
wireless industry
- have agreed to take TELUS
stock subject to a one-year
escrow
- extending existing contracts
(roaming, channel sharing,
handsets)
"YOU CAN APPRECIATE MY ENTHUSIASM FOR
BRINGING ON BOARD IN A QUANTUM LEAP
2,600 SKILLED EMPLOYEES, LOCATED
PREDOMINANTLY IN EASTERN CANADA."
DE
[QUANTUM LEAP LOGO]
12
<PAGE>
clearNET
TWO GROWING
NETWORKS
[MIKE LOGO]
- launched 1996
- business market
- full PCS + mobile data
- unique, instant Direct
Connect
- highest usage and ARPU in
Canada
- accelerating subscriber
growth
Q2/2000
-------------------
+36,000 SUBSCRIBERS
(TOTAL 274,000)
[CLEARNET LOGO]
- launched 1997
- consumer market
- creative advertising fuels
success, cool image
- large national distribution
network
- continued innovation (e.g.
Web marketing)
- Pay & Talk recently launched
MORE THAN 400,000
POST-PAID PCS
SUBSCRIBERS IN JUST
33 MONTHS
[MIKE LOGO] [CLEARNET LOGO]
20.8 MILLION 17.2 MILLION
COVERED POPS COVERED POPS
CLEARNET IS LICENSED FOR 30.7 MILLION POPS
[QUANTUM LEAP LOGO]
13
<PAGE>
clearNET
WHY TENDER
good for Clearnet
shareholders
- potential upside return
for TELUS shares
- tax-free rollover for most
Canadian shareholders
- creates considerable share-
holder value
improved
competitive
position
- creates strong national
franchise
- provides improved credit
capability
- lowers cost of capital
- significant operational
synergies
- CDMA technology
"THIS IS TRULY A MARRIAGE OF TWO WINNERS
AND I AM EAGER TO ASSUME MY ROLE AS
PRESIDENT AND CEO OF THE NEW TELUS
MOBILITY"
GC
[QUANTUM LEAP LOGO]
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<PAGE>
the new
[TELUS MOBILITY LOGO]
an all-Canadian solution
1. THE WIRELESS INDUSTRY RETAINS A RATIONAL
COMPETITIVE STRUCTURE
2. THE TRANSACTION FREES UP CAPITAL FOR INVEST-
MENT IN NETWORK AND SERVICE INFRASTRUCTURE
3. CANADIANS BENEFIT FROM A STRONGER FOUNDATION
FOR FUTURE JOBS
4. THE TRANSACTION ENSURES MOVE COMPETITIVE,
STATE-OF-THE-ART DIGITAL WIRELESS SERVICE TO MORE
OF CANADA
[QUANTUM LEAP LOGO]
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<PAGE>
the new
[TELUS MOBILITY LOGO]
THE MARKET LEADER
/ / TELUS
/ / ROGERS AT&T
/ / BELL MOBILITY
MICROCELL
Latest twelve months ended June 30, 2000
highest average revenue per unit
(ARPU, dollars per month)
[GRAPH]
leading customer growth
net subscriber adds (000s)
[GRAPH]
highest wireless revenue
(millions of dollars)
[GRAPH]
industry leading churn
(churn rate percentage)
[GRAPH]
[QUANTUM LEAP LOGO]
16
<PAGE>
deal
structure
[TELUS LOGO]
remains
financially robust
DEAL STRUCTURED TO
ACHIEVE THREE GOALS
1. ensure ability to finance
future growth in data and IP
2. maintain investment grade
credit ratings
3. maintain dividend to meet
expectations of existing
shareholders
$7.7 billion
bridge financing
- finance cash portion of
acquisition
- refinance existing debt when
necessary or desirable
- refinance $5 billion in public
debt market
- fully underwritten by TD
Securities and J.P. Morgan
2001E EBITDA/NET INTEREST APPROXIMATELY 4X
2001E NET DEBT/EBITDA APPROXIMATELY 3X
SUMMARY BALANCE SHEET
DRAFT PRO FORMA AS AT
JUNE 30, 2000 ($ BILLION)
<TABLE>
<S> <C>
total assets $16.3
PP+E 7.4
goodwill 5.3
net debt 7.6
shareholders' equity 6.8
</TABLE>
[QUANTUM LEAP LOGO]
17
<PAGE>
valuation
RECENT COMPARABLE
TRANSACTIONS
clearNET
<TABLE>
<CAPTION>
transaction value to
-----------------------------------
Cdn$ premium subscribers revenues
----------------- ---------------
1-day 52-wk High FY 0 FY 1(1) FY 0 FY 1(1)
------- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
TELUS/Clearnet 53% (4%)(2) $ 7,241 $ 5,238 11.9x 8.8x
DT/VoiceStream 56% 25% 23,647 13,561 31.4 16.3
VoiceStream/Aerial 28% 28% 8,375 5,826 13.3 8.4
VoiceStream/Omnipoint 55% 29% 8,800 6,040 12.9 8.5
</TABLE>
(1) analyst estimates (2) intra-day high
global precedents best comparables
PREMIUM JUSTIFIED
- 100% OF A NATIONAL PLAYER
- SPEED-TO-MARKET ADVANTAGE
- SUBSTANTIAL SYNERGIES
- SUPERIOR TO BUILD ALTERNATIVE
[QUANTUM LEAP LOGO]
18
<PAGE>
valuation
SUM OF THE PARTS
wireless
- largest national player
- spectum-rich
- well-positioned for data and
IP revenue growth
wireline
- strong brand
- high regional market share
- national expansion strategy
- fibre-based network
data and IP
- 350,000 Internet subscribers
- growing rapidly in value
[QUANTUM LEAP LOGO]
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<PAGE>
valuation
TELUS - THE BEST VALUE
OF ANY CANADIAN TELCO
[TELUS LOGO] as a whole
<TABLE>
<CAPTION>
multiple(1) growth rate(2)
-----------------------------
<S> <C> <C>
EV/Revenues 2001E 2.6x 8%
EV/EBITDA 2001E 7x 16%
</TABLE>
(1) based on analysts' consensus
forecast for 2001
(2) forecast CAGR 2000-2003
TELUS BEST VALUE AMONGST
CANADIAN TELCOS
- SUPERIOR GROWTH RATES
- CAPITAL FLEXIBILITY
- FREE CASH FLOW AND DIVIDEND
- VALUATION MULTIPLES
[QUANTUM LEAP LOGO]
20
<PAGE>
[TELUS LOGO]
A GREAT INVESTMENT
OPPORTUNITY
WE INTEND TO BECOME
THE LEADING PLAYER
- converging voice, data, IP and
mobility services
- compelling solutions to deliver
competitive advantage to our
customers
TELUS + Clearnet
a powerful
combination
- huge latent value
- shared focus on growth
- the right corporate culture
- a complete operational and
technology platform
WE HAVE THE CAPABILITIES,
RESOURCES AND CULTURE
FINANCIAL MUSCLE
- EXCELLENT CASH FLOW
- STRONG BALANCE SHEET
- FLEXIBILITY AND ACCESS TO CAPITAL
- PROVEN TRACK RECORD ACHIEVING SYNERGIES
[QUANTUM LEAP LOGO]
21
<PAGE>
[TELUS LOGO]
A GREAT INVESTMENT
OPPORTUNITY
investment of choice in the growing
data, IP and mobility market
HALLMARKS OF OUR
BEHAVIOR
- we will act quickly and
decisively in a manner con-
sistent with our strategy
- we will focus relentlessly on
building our competitive
position
- we will pay attention to eco-
nomic benefits and financial
implications of our actions
EXPECT MORE BOLD MOVES
"THIS DEAL IS SIGNIFICANT ... FOR WHAT IT SAYS
ABOUT TELUS, AND WHERE WE WILL BE TAKING
THIS COMPANY."
DE
[QUANTUM LEAP LOGO]
22
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appendix
23
