Alberta Service Area Volume I

Linking Canadians with each other and the world

2500 MHz Multipoint Communications Systems License Application Canada Gazette Notice No. DGRB-006-99

Submitted by BC TEL Mobility Cellular Inc.

October 12, 1999

Alberta Service Area Volume I

2500 MHz Multipoint Communications Systems License Application for the Service Area of Alberta

Application Submitted to Industry Canada Pursuant to Canada Gazette Notice No. DGRB-006-99

BC TEL Mobility Cellular Inc. October 12, 1999 2500 MHz MCS License Application Preface

Preface

In response to Canada Gazette Notice No. DGRB-006-99 2500 MHz Multipoint Communications Systems in the 2500 MHz Range, Policy and Licensing Procedures, (the “Notice”) BC TEL Mobility Cellular Inc. (the "Company") is pleased to submit the attached Multipoint Communications Systems (“MCS”) Application (the “Application”). The Notice establishes 14 service areas that are closely aligned with provincial boundaries except for an additional area that encompasses Eastern Ontario and Outaouais. The spectrum licensing policy, which provides for the utilization of specified radio frequencies in each of the service areas, is designed to facilitate the deployment of a high-quality, affordable MCS information infrastructure in the prescribed service areas.

The Company is applying for MCS licenses in seven of the service areas set out by Industry Canada in the Notice. These Applications are made as part of the Company’s vision to become a national telecommunications services provider and as such include the service areas of British Columbia, Alberta, Ontario, Eastern Ontario and Outaouais, Quebec, New Brunswick and Nova Scotia. BC TEL Mobility Cellular Inc. has determined that these specific service areas are ideal candidates for the Company’s proposed MCS service because they correspond to the current and future routing plans of the majority of the TELUS national network. In addition, these areas provide the necessary elements of sufficient market size and technical compatibility with the Company’s proposed MCS network. These elements will enable the roll out of the proposed MCS service to approximately 60% of Canadian households, within 3 years, across the seven locations for which the Company has submitted applications.

The Application is divided into three volumes. Volume 1 provides an Executive Summary and addresses the corporate requirements set out in the Notice. Specifically,

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Section 1 contains the Executive Summary, Sections 2 and 3 address Eligibility and Demonstrated Competencies respectively. Appendix A outlines Ownership and Control and Appendix B provides Corporate Financial Information.

Volume II provides information specific to the Alberta Service Area. Section 4 sets out the planned coverage in each service area and is followed by the Business Plan in Section 5. This section also includes supporting market research information. The Technology Strategy is explained in Section 6. Appendix C provides a glossary and is followed by Appendix D which contains the results of the Company's MCS technical trials. Volume III is the Learning Plan for Alberta. The Learning Plan satisfies one of the requirements of the Notice and is designed to meet the learning needs of the communities within Alberta.

BC TEL Mobility Cellular Inc., which will be renamed to TELUS Mobility Cellular Inc. on October 18, 1999, is a wholly owned subsidiary of BCT.TELUS Communications Inc. (BCT.TELUS). BC TEL Mobility Cellular Inc. is a Canadian carrier pursuant to the Telecommunications Act. BCT.TELUS is a financially strong telecommunications company with a good record of service and is fully supportive of this application. For ease of reference throughout this Application, BC Tel Mobility Cellular Inc. will simply refer to itself as “TELUS” or the “Company” and BCT.TELUS will be used in reference to the parent company.

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expected to result in a material financial loss and negatively impact the Company’s competitive position. In addition, some of the information for which confidentiality is claimed is proprietary third party information, which the Company has undertaken to hold in confidence. Disclosure of this information would prejudice the rights of these third parties and could cause TELUS direct harm in future negotiations with these parties. TELUS considers all of this information to be confidential and proprietary and consistently treats this information on a confidential basis.

Information for which the Company claims confidentiality has been italicized. All illustrations and diagrams are also confidential. A public version of the Application has been provided for the public record.

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Table of Contents

Volume I

Preface i

Table of Contents iv

1. Executive Summary 1-1

2. Eligibility 2-1 2.1 Attestation that BC TEL Mobility Cellular Inc. Meets Canadian Ownership and Control Requirements 2-1 2.2 Incorporation Documents 2-1 2.3 Shareholdings 2-1 2.4 Directors 2-3 2.5 Officers 2-3 2.6 Financing 2-4 2.7 Agreements 2-5

3. Competencies 3-1 3.1 Overview of BCT.TELUS - Linking Canadians With Each Other And The World. 3-1 3.2 BCT.TELUS Experience 3-3 3.2.1 Wireless Communications Experience 3-4 3.2.2 Fixed Wireless Service Experience 3-5 3.2.3 Data Communications Experience 3-5 3.2.4 Internet Experience 3-6 3.2.5 Smart Cities & Virtual City Halls Experience 3-7 3.2.6 Electronic Customer Service Experience 3-7 3.2.7 Wireline Communications Experience 3-7 3.2.8 Research & Development Experience 3-8 3.2.9 Growth Strategy 3-10 3.3 Alliances and Partnerships 3-11 3.3.1 Domestic and International Alliances 3-11 3.3.2 CANARIE 3-12

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3.3.3 TRLabs 3-12 3.3.4 Netera Alliance 3-12 3.4 Financial Capabilities 3-13 3.4.1 Financial Statements 3-13 3.4.2 Interim Financial Statements 3-13 3.4.3 Financial Plan 3-13 3.4.4 Evidence of Financing 3-13

Appendix A: Financial Statements (Annual Reports)

Appendix B: Eligibility Documents

Volume II

Introduction II-i

4. Service Area 4-1

5. Business Plan for the Alberta Serving Area 5-1 5.1 Introduction 5-1 5.1.1 Industry Structure 5-2 5.1.2 The Future of the High-speed Access Market 5-5 5.1.3 High-speed Internet Availability 5-6 5.2 The TELUS Business Strategy 5-7 5.2.1 TELUS Will Be a Wholesale Provider 5-7 5.3 Service Offering 5-8 5.3.1 Wholesale ISP Service 5-8 5.3.2 Proposed Discounts 5-9 5.4 Client Service & Support 5-10 5.4.1 The TELUS Line-of-Site Confirmation Service System 5-10 5.4.2 Market Development Assistance for Multi-unit Residences 5-11 5.4.3 Field Service 5-11 5.4.4 Interconnection Engineering & Support 5-11 5.4.5 Co-Branding Strategy 5-11 5.5 Network Roll-Out 5-12 5.5.1 Market Projections and Forecasts 5-15

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5.5.2 Market Research Summary 5-15 5.5.3 The ISP (Wholesale) Market 5-17 5.5.4 The Current and Potential end-user Market 5-19 5.6 Projected Telus Market Share 5-23 5.7 Human Resource Strategy 5-24 5.8 Five Year Business Plan Financial Summary 5-24 Attachment 1: Angus Reid Market Research 5-A1.1 Attachment 2: Sensitivities and Risks 5-A2.1

6. Technology Strategy 6-1 6.1 Third Party ISP Access to the MCS Network 6-1 6.2 A Mosaic of ISP access solutions 6-4 6.3 TELUS Experience with MCS 6-5 6.3.1The WIND Trial 6-5 6.3.2 The WHIP Trial 6-6 6.4 Technology Approach 6-8 6.5 Network Infrastructure Design 6-9 6.5.1Typical Base Station Configuration 6-11 6.5.2 Technical Requirements for the Network 6-12 6.5.3 Customer Premise Equipment 6-13 6.5.4 Commercial Availability of Equipment 6-18 6.6 Commercializing a Service with Non-Ubiquitous Coverage 6-19 6.6.1 Integrated Operational Support Systems and Coverage 6-20 6.6.2 Training 6-21 6.7 System Capacity and Network Sizing 6-21 6.7.1 Addition of New Subscribers to the MCS System 6-22 6.7.2 Radio Site Subscriber Capacity 6-22

Appendix C: Glossary of Acronyms

Appendix D: Technical Trials

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Volume III

Learning Plan LP-1

Alberta Learning Plan LP-2 Learning Plan Overview LP-3 Learning Plan Objective LP-3 Learning Plan Funding LP-4 TELUS Learning Plan Advantages LP-6 Learning Plan Criteria LP-8 Summary of TELUS Education Initiatives LP-10

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1 Executive Summary

In Canada Gazette Notice No. DGRB-006-99 “Multipoint Communications Systems in the 2500 MHz Range, Policy and Licensing Procedures” (the “Notice”) Industry Canada sets out its policy and licensing measures for the development of MCS at 2500 MHz and calls for applications from interested parties. The Notice establishes 14 service areas – defined geographically as one for each of the provinces and territories and one for an additional area encompassing Eastern Ontario and Outaouais. It also introduces a spectrum licensing policy which provides for the utilization of specified radio frequencies in each of the 14 geographic areas, to construct MCS systems to build a high-quality, affordable information infrastructure. This infrastructure is intended to offer Canadians “access to employment, learning, training, healthcare, entertainment, investment and wealth creating opportunities of the information age”.

The Notice clearly supports the Minister of Industry’s goal of making Canada the most connected country in the world. Industry Canada specifically sets out its objective to license companies with strong commercially viable prospects to operate as radiocommunication carriers while also supporting local learning needs.

BCTEL Mobility Cellular Inc.1 is pleased to submit seven applications in furtherance of the Company’s vision to become a national telecommunications services provider. TELUS is submitting applications for British Columbia, Alberta, Ontario, Eastern Ontario and Outaouais, Quebec, New Brunswick, and Nova Scotia (the “Applications”).

TELUS, a national service provider, has identified these service areas as ideal candidates for its proposed MCS service, because they correspond to the current and planned routing of the majority of the TELUS national network. Additionally, # #, these service areas provide the necessary features of market

1 BC TEL Mobility Cellular Inc. is a wholly owned subsidiary of BCT.TELUS Communications Inc. The Company is in the process of changing its legal name to TELUS Mobility Cellular Inc. This change is expected to take effect on October 18, 1999. For ease of reference throughout this application, the Company will refer to itself as “TELUS” or the “Company”.

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size, technical suitability to the Company’s proposed MCS network, and congruence with the planned deployment of resources as part of the Company’s overall national strategy. By leveraging off of the Company’s planned network and service deployment for its overall national strategy, TELUS will be able to offer the benefits of its proposed MCS services to a full 60% of Canadian households within a mere three year implementation period. #

The TELUS Applications provide a rapid and creative response to Industry Canada’s challenge. The Company has conducted market research and MCS technical trials, which support both marketing and technical proposals that are responsive to the information requirements of Canadians. In particular, the technical trials have given TELUS valuable experience in the successful design, installation and deployment of MCS networks. TELUS has the institutional, financial, marketing, and technical capabilities required to deploy and operate an MCS infrastructure, and to enable the services envisioned by Industry Canada.

Through its subsidiary companies, BCT.TELUS serves millions of households, more than fifty thousand small enterprises and thousands of mid-sized and large corporations across the country. It operates more than 4.4 million access lines and provides mobility services to one million users; employing assets of nearly $9 billion. Through its affiliation with GTE, BCT.TELUS has access to one of the world’s largest digital networks, providing seamless global connectivity.

BCT.TELUS is an innovator – investing, in 1998 alone, $91.5 million in R&D activities, as well as helping develop advanced solutions for lifelong learning, health care delivery, and smart communities. Of particular importance to these Applications is the

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BCT.TELUS’ leadership in the development and deployment of wireless communications technologies.

Since 1932, when the Company introduced the first microwave network system in Canada, TELUS has operated radio systems that help Canadians communicate. More recently, digital CDMA service has been launched in both the 800 MHz and 1.9 GHz bands, and offers customers improved security, call clarity and the most recent spectrum- efficient technology. This record of innovation and excellence carries over into today’s fixed wireless technology. BCT.TELUS is constantly researching, studying and incorporating developments in fixed wireless technology.

Finally, BCT.TELUS has a proud heritage of partnering with the learning communities in British Columbia and Alberta. The company’s educational programs and initiatives recognize that in today’s knowledge-based economy, Canadians must have access to technology-based learning systems in order to maintain Canada’s leading position in the new competitive global economy. A vast array of education and community access initiatives provide community stakeholders with access to education, health, government services, and business resources through state-of-the-art communications infrastructure and technology. To date, BCT.TELUS has invested more than $42 million in programs and infrastructure to support enhanced community access.

This experience has shown that the most effective technology-based learning programs must be developed in collaboration with the learning community. BCT.TELUS has collaborated with educational institutions to provide innovative technology, tools, and expertise aimed at improving the quality of education in British Columbia and Alberta, and will apply this same experience and expertise within the seven Service Areas identified in the detailed License Applications attached. The Company is well positioned and is actively working to partner with the learning communities in each of the seven service areas for which it is applying.

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The TELUS Business Plan

Although high-speed access is not widely available in Canada, the market is growing very quickly. Currently, cable companies, who do not generally permit third party access to their networks, or whose networks are limited in their reach and capacity to serve this level of demand, dominate the high-speed market. Research predicts that within the next 10 years, the balance of access to the Internet will shift from dial-up to high-speed services. This forecast of growth in the high-speed Internet access market assumes that market entrants will respond to the growing demand for high-speed access.

The ISP market in every service area is characterized by large numbers of relatively small players, and the majority of their end-users rely on dial-up access to the Internet. MCS presents an alternative access infrastructure that TELUS considers viable for many of these consumers. However, because of the high fixed cost associated with building an MCS network, it will be necessary for TELUS, and indeed for any MCS network service provider, to capture a significant customer base in a relatively short time, to generate the revenue necessary for financial viability. Therefore, TELUS has developed a business strategy that will bring the benefits of MCS high-speed Internet access to the majority of Canadians in the shortest amount of time.

TELUS proposes to build an end-to-end bi-directional data network in the 2500 MHz band for the purpose of offering competitive ISPs, on a wholesale basis, connectivity from the end-user to the Internet. The TELUS wholesale MCS service will be available to all ISPs for sale at the retail level, including TELUS affiliates in those areas where they operate. Multiple distribution channels will ensure speedy deployment to end-users.

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To further support its wholesale ISPs, TELUS plans to develop a line-of-sight verification system to ensure that when an ISP places an order, TELUS can quickly identify whether or not the customer can receive an adequate MCS signal. Additionally, in order to assist ISPs with the multi-unit dwelling market, TELUS will provide market development assistance. A co-branding alternative will also be available to ISPs to address all segments of the market.

The TELUS business plan proposes to capture a meaningful share of the consumer high speed access market in each service area. Over the ten year licensing period, the overall business case is forecasted to result in a positive return to shareholders.

The TELUS Learning Plan

The TELUS Learning Plan is an integral part of the Company’s Application. This initiative has been developed in support of the Industry Canada “connectedness” agenda, and Industry Canada’s vision of bringing innovative solutions to the challenge of promoting life-long learning in Canada. It is presented following consultation with designated Learning Authorities within each of the seven service areas identified in the detailed Applications.

The Company’s aim is to continue its strong commitment to advancing Canada’s competitive position by encouraging and supporting innovative, community-based lifelong learning initiatives. The Company’s intent is that this initiative, when implemented in concert with the roll out of MCS technology, will provide the necessary technology-rich environment for the development and expansion of innovative new learning products, programs and services.

There are two phases in the TELUS Learning Plan. Phase One is designed to provide funding to the designated Learning Authority to enable educators to enhance learning opportunities. Phase One recognizes that each service area’s learning community has immediate unique requirements and learning needs. Therefore, TELUS will provide annual fixed Learning Innovation Grants to the designated Learning Authority during the

Public Version Page 1 - 5 2500 MHz MCS License Application Section 1 first three years of MCS implementation. Grant funding will be provided through a charitable foundation established by BCT.TELUS Communications Inc. A Revenue Sharing Program constitutes Phase Two of the Learning Plan. In this phase, earnings based on five percent of the gross revenue stream in years four through ten enables the learning community to benefit directly in the success of the TELUS MCS program. For both phases, the Learning Authority is able to deploy funding for use within its service area as outlined in its annual plan to the charitable foundation.

Canada’s learning community has a rich history and extensive expertise in developing educational and learning resources, creating curriculum materials, correlating content to curriculum, as well as creating online and distance learning programs. The learning community is also fully cognizant of the key learning needs in their area, and, as such, have the expertise to decide how best to prioritize and address their unique requirements with the support of the TELUS MCS Learning Innovation Grants and Revenue Sharing Program.

TELUS is exceptionally capable of delivering the necessary technology to the education sector required to implement applications of this magnitude. BCT.TELUS has extensive experience with the learning community; respect for its unique needs; a track record of partnering with educators; and a demonstrated commitment to enhancing learning opportunities for Canadians.

The TELUS Applications offer a unique approach to utilization of the 2500 MHz spectrum and TELUS is distinctly positioned to deliver on its plans. The TELUS plan ensures that utilization of the 2500 MHz spectrum is maximized in the shortest period of time by making it available to third parties on a wholesale basis. At the same time, Learning Authorities are provided with the resources necessary to respond directly to the learning needs of the regions in which they are located. The TELUS plan and Industry Canada’s policies and objectives are a perfect fit. TELUS has the resources to invest in the roll out of the technology necessary to fulfill its plan, and at the same time, enhance the competitiveness of the high-speed access market. TELUS has every incentive to

Public Version Page 1 - 6 2500 MHz MCS License Application Section 1 proceed as it enters the market in new areas of the country and seeks to address the unique geographic conditions it encounters in Alberta and British Columbia. By awarding the MCS spectrum licenses to TELUS, Industry Canada can be confident that its vision of the most connected country in the world can be realized quickly, efficiently and in a way that promotes competition and choice for Canadians.

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2. Eligibility of Companies

2.1 Attestation that BC TEL Mobility Cellular Inc. Meets Canadian Ownership and Control Requirements

BC TEL Mobility Cellular Inc. (“TELUS”) relies on the information contained in this section, together with the information and documents attached in Appendix A to this application, to demonstrate that it meets the ownership and control requirements of section 10 of the Radiocommunication Regulations (the “Regulations”).

Pursuant to section 10 of the Regulations, a corporation that is Canadian-owned and controlled and is incorporated or continued under the laws of Canada or a province is eligible to be issued a radio licence as a radiocommunication carrier. “Canadian” has the same meaning as that term is described in the Canadian Telecommunications Common Carrier Ownership and Control Regulations (the “Foreign Ownership Regulations”). TELUS and its parent company, BCT.TELUS Communications Inc. (“BCT.TELUS”), are both incorporated under the laws of the Province of British Columbia. TELUS is Canadian within the contemplation of the Regulations and the Foreign Ownership Regulations, on the grounds that its parent company, BCT.TELUS, is Canadian (as a “qualified corporation”). Therefore, TELUS is not owned or controlled by a non-Canadian within the contemplation of the Regulations or the Foreign Ownership Regulations. Accordingly, pursuant to section 5.2 of the MCS at 2500 MHz Policy and Licensing Procedures (the “Licensing Procedures”), TELUS attests that it meets the ownership and control requirements of section 10 of the Regulations and is eligible to be issued a radio licence as a radiocommunication carrier.

2.2 Incorporation Documents

Pursuant to Appendix C, section 1.1 of the Licensing Procedures, the Certificates of Incorporation, Certificates of Name Change, and the amended and restated Memorandum and Articles of TELUS and BCT.TELUS as at October 1, 1999, are attached as Appendix A – Items 1 and 2 respectively.

2.3 Shareholdings

2.3.1 Authorized and Issued Shares

Pursuant to Appendix C, section 2.1 of the Licensing Procedures, the details of the authorized and issued share capital of TELUS and BCT.TELUS as at August 31, 1999 are set forth in Appendix A – Items 3 and 4 respectively.

2.3.2 Rights and Privileges of Each Class of Shares

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Pursuant to Appendix C, section 2.2 of the Licensing Procedures, the rights, privileges, restrictions and conditions of each class of shares are contained in the respective Articles of TELUS and BCT.TELUS. Copies of the amended and restated Articles of TELUS and BCT.TELUS may be found in Appendix A – Items 1 and 2, and the relevant sections of the Articles are referenced in Appendix A – Items 3 and 4. A summary of the material provisions of the share capital of BCT.TELUS is contained on pages 39-40 of the Notices of Special Meetings and Joint Management Proxy Circular with respect to an Arrangement involving BC TELECOM Inc. and TELUS Corporation dated December 8, 1999 (the “Proxy Circular”) attached as Appendix A – Item 5.

2.3.3 Details of Beneficial Ownership

The following details of beneficial ownership by Canadians and by non- Canadians are being provided pursuant to Appendix C, section 2.3 of the Licensing Procedures.

As at August 31, 1999, all of the shares in the capital of TELUS are beneficially owned by BCT.TELUS.

As at August 31, 1999, the non-Canadian ownership in BCT.TELUS based on the addresses of registered holders of Canadian and non-Canadian certificates for Common Shares, without adjustments for exercisable options or declarations provided by Canadian Depository for Securities and its participants at the time of transmission of the predecessors, would be 27.57%, of which 26.67% is held by Anglo-Canadian Telephone Company, which is controlled by GTE Corporation. The remaining non-Canadian ownership is widely held.

Based on the foreign ownership monitoring and control procedures adopted February 1, 1999 and administered by BCT.TELUS’ Transfer Agent, Montreal Trust Company of Canada, and including the effect of transmission procedures as of the arrangement involving BC TELECOM Inc. and TELUS Corporation (the “Arrangement”), BCT.TELUS estimates approximately 33.80% of the BCT.TELUS Common Shares including currently exercisable options for such shares, were beneficially owned and controlled by non-Canadians as at August 31, 1999. This percentage includes the effect of fully exercisable options to acquire 1,684,745 Common Shares, held by directors, officers and employees.

The foreign ownership monitoring and control procedures of BCT.TELUS include: separate share certificates for Canadian and non-Canadian holders of Common Shares; no Canadian Depository for Securities eligibility for non- Canadian Common Share certificates; foreign ownership declaration requirements on transfer; and a requirement of reservation numbers for Non- Canadians who wish to purchase Common Shares. Assuming reductions similar to that since February 1, 1999, the continued application of the operating

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procedures, further options vesting in the period and changes to issued and outstanding voting share capital, BCT.TELUS expects non-Canadian ownership levels to be reduced to 33.33% calculated on this basis by February 1, 2000, the one-year anniversary date of the Arrangement.

2.3.4 Shareholder Agreements

In answer to Appendix C, section 2.4 of the Licensing Procedures, there are no shareholder agreements for TELUS.

BCT.TELUS has entered into a Long-Term Relationship Agreement (the “Long- Term Relationship Agreement”) with a shareholder, Anglo-Canadian Telephone Company, and with GTE Corporation. Material particulars of this agreement together with a full copy are found on pages 48 – 49 and Appendix J-2 of the attached Proxy Circular.

2.4 Directors

2.4.1 Name and Citizenship

Pursuant to Appendix C, section 3.1 of the Licensing Procedures, the name and citizenship of each member of the Board of Directors of TELUS and BCT.TELUS as at October 1, 1999 are contained in Appendix A – Items 6 and 7 respectively. All except M.T. Masin are Canadian citizens. In addition, all except M.T. Masin, B.A. Canfield and F.F. Salloum are Canadians as per the Foreign Ownership Regulations.

2.4.2 Agreements or Arrangements Related to the Election of Directors

In answer to Appendix C, section 3.2 of the Licensing Procedures, there are no agreements or arrangements related to the election of directors of TELUS.

The Articles of BCT.TELUS provide for cumulative voting in respect of the election of directors. Each holder of Common Shares has the right to cast the number of votes for election of directors equal to the number of Common Shares held by him or her multiplied by 16, being the fixed number of directors to be elected. Each holder of Common Shares may cast all such votes in favour of one candidate or distribute the votes among the candidates in any manner.

Under the Long-Term Relationship Agreement, GTE Corporation or Anglo- Canadian Telephone Company is entitled to nominate for election to the Board of Directors of BCT.TELUS that number of nominees that is proportionate to its voting share ownership.

2.5 Officers

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2.5.1 Name, Citizenship and Office Held

Pursuant to Appendix C, section 4.1 of the Licensing Procedures, the name and citizenship of each officer, and the office held, of TELUS and BCT.TELUS, as at October 1, 1999 are contained in Appendix B – Items 8 and 9 respectively. All are Canadian citizens. In addition, all except B.A. Canfield are Canadians as per the Foreign Ownership Regulations.

2.5.2 Agreements or Arrangements Related to the Appointment of Officers

In answer to Appendix C, section 4.2 of the Licensing Procedures, there are no agreements or arrangements related to the appointment of officers of TELUS.

The procedure for the appointment or removal of the President and Chief Executive Officer may be found in Article 18.2 of the attached Articles of BCT.TELUS. In summary, for 10 years following January 31, 1999 and not more than once in any 12 month period, any four directors of BCT.TELUS may give notice that they have lost confidence in the President and Chief Executive Officer, who shall be removed 30 days thereafter unless at least 75% of the directors, excluding the President and Chief Executive Officer, attending and voting at a meeting, vote to retain the President and Chief Executive Officer. Any replacement President and Chief Executive Officer must be approved by a favourable vote of at least 75% of the directors attending and voting at a meeting, excluding the current President and Chief Executive Officer.

2.6 Financing

The following details of financial structure are being provided pursuant to Appendix C, section 5.1 of the Licensing Procedures.

BCT.TELUS is a publicly traded company with its shares listed on the Toronto, Montreal, Alberta and Vancouver Stock Exchanges. The trading symbols for BCT.TELUS are BTS for common shares and BTS.A for non-voting shares. As at the end of 1998, BC TELECOM Inc. and TELUS Corporation, which were subsequently combined to form BCT.TELUS, had a consolidated shareholders’ equity in excess of $4.3 billion and long term debt in excess of $1.6 billion. A discussion of BCT.TELUS’ financial strength is contained in the Liquidity and Capital Resources section commencing on page 24 of the 1998 Annual Report attached as part of Appendix B. Additional discussion is contained within the BCT.TELUS Revised Annual Information Form for the year ended December 31, 1998, which is attached as Appendix A – Item 10.

TELUS and B.C. Mobile Ltd., a smaller entity, carry on business under the name “BC TEL Mobility”. B.C. Mobile Ltd. is also a wholly owned subsidiary of BCT.TELUS and operates paging and minor businesses. The combined

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unaudited financial statements for TELUS and B.C. Mobile Ltd. for the fourth quarter of 1998 ended December 31, 1998 are attached as Appendix A – Item 11.

Financing for TELUS will be provided by BCT.TELUS or other affiliates of BCT.TELUS through intercompany loans. There are adequate capital resources within the BCT.TELUS group of companies to support initiatives undertaken by TELUS.

2.7 Agreements

2.7.1 Agreements Between the Company and Any Foreign Partner or Affiliate

In answer to Appendix C, section 6.1 of the Licensing Procedures, and subject to the information contained in the following paragraphs, TELUS has no foreign partner or affiliate.

2.7.2 Details of Any Other Agreement or Arrangement Which Could Affect Whether the Company or Any Holding Company are or are not Controlled In Fact by Canadians

The following details are being provided pursuant to Appendix C, section 6.2 of the Licensing Procedures.

There are three categories of shareholders holding voting shares in BCT.TELUS: Anglo-Canadian Telephone Company; shareholders holding through Canadian Depository for Securities; and a broad base of individual shareholders.

Anglo-Canadian Telephone Company is controlled by GTE Corporation and holds 26.67% of the voting shares of BCT.TELUS as at August 31, 1999. The Arrangement involving BC TELECOM Inc. and TELUS Corporation has been structured such that GTE Corporation does not have control over BCT.TELUS. The details of the Arrangement are outlined in the Proxy Circular attached as Appendix A – item 5. In particular, pages 48-49 of the Proxy Circular outline the relationship between GTE Corporation and BCT.TELUS after the Arrangement. The Long Term Relationship Agreement referred to on page 48 is also contained in Appendix J to the Proxy Circular.

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3.0 Demonstrated Competencies

The MCS License Applicant, BC TEL Mobility Cellular Inc., is part of the BCT.TELUS Communications Inc. family of companies. As such, BC TEL Mobility Cellular Inc. shares the vision, values, experience, expertise and commitment to the community that is the hallmark of the TELUS brand.

3.1 Overview of BCT.TELUS - Linking Canadians with each other and the world.

Canada has never seen a communications company quite like BCT.TELUS. While BCT.TELUS may be one of the newest entrants on the national scene, the Company is building on more than one hundred years of history in Canada.

BCT.TELUS has set its sights high – the Company’s vision is to be recognized as the premiere communications company in the world. BCT.TELUS has defined a bold mission - to help people communicate effortlessly. To fulfill these aims, BCT.TELUS and its employees are investing energy in connecting customers with each other - and the world.

Commitment to this mission will lead to a positive and profound difference in the everyday lives of people, everywhere. A child in a distant community can have the same quality of health care as a child in a major centre. Students in remote schools can have access to the best educational resources in the world. A business in a small town can have the same communications services as a business in a Canadian capital city. In fact, all BCT.TELUS customers will have unsurpassed communications services - no matter where they live, work or do business.

BCT.TELUS goes far beyond providing quality communications products and service. What truly sets the Company apart from others is its determination to make a difference. This is exemplified by its investments in education, health, social services and the arts, to name a few. BCT.TELUS employees represent the heart and soul of a strong social vision - fortifying corporate community initiatives through their volunteer activities and charitable giving.

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BCT.TELUS is growing with Canada and the Company’s success is Canada’s success. Continued growth as a leading global communications company will help ensure Canada remains at the forefront of the knowledge-based economy. As BCT.TELUS looks toward the future, there are no limits to what the Company can achieve in creating value for customers, generating returns for shareholders and improving the quality of life for all Canadians.

BCT.TELUS is…

National - Serving millions of households, more than fifty thousand small enterprises and thousands of mid-sized and large corporations across the country.

Capable - BCT.TELUS operates more than 4.4 million access lines, provides mobility services to one million users, has assets of approximately $9 billion and annual revenues of close to $6 billion.

Global - Through its affiliation with GTE, BCT.TELUS has access to one of the world’s largest digital networks, providing seamless global connectivity.

Innovative - In 1998, the Company invested $91.5 million in Research and Development activities, helping to develop advanced solutions for lifelong learning, health care delivery and the development of smart communities.

Connected - By year-end 1999, nearly every home and business in Alberta and British Columbia will have digital line service and toll-free Internet access. BCT.TELUS is the largest Internet Service Provider in Western Canada.

Visionary - Investing more than $24 million over the past five years in lifelong learning initiatives and educational alliances, BCT.TELUS is helping to create the highly educated and skilled workforce Canada requires today - and tomorrow.

Caring – BCT.TELUS has a long history of contributing its employees, resources, technology and expertise to improve the quality of life for Canadians. In 1998, BCT.TELUS and its employees contributed nearly $10 million and 170,000 volunteer hours to the communities where they live and work.

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BCT.TELUS is going further, reaching higher, striving to the best. The challenges of the digital age demand energy, creativity and, above all, the determination to go beyond previous achievements.

BCT.TELUS embodies the competitive spirit in the world of communications. Competition generates innovation, encourages excellence, accelerates the delivery of new technologies and produces improved services that ultimately benefit all Canadians.

BCT.TELUS is committed to:

Enhancing Canada's communications infrastructure. The BCT.TELUS $260 million trans - Canada fibre optic network, the largest project in Canadian telecommunications history, will provide high-speed network solutions to Canadian businesses from coast to coast.

Developing Internet “portals” in major Canadian cities. Beginning with the "mybc.com" portal in British Columbia, BCT.TELUS is providing interfaces between Canadians and their communities. These portals will connect Internet users with local websites and information – instantly – strengthening a distinctly Canadian sense of community.

Operating the AltaVista Canada search engine. This first-ever, all- Canadian search engine provides access – in both official languages - to one of the most powerful worldwide search capabilities available in the borderless world of the Internet.

Leading in electronic InterActive Enterprise solutions. BCT.TELUS provides Canadian companies with enhanced opportunities to do business on the Internet – delivering wider choices and greater value to Canadian consumers.

Supporting Canadian innovation. By investing in promising ventures through research partnerships with universities, government and the private sector, BCT.TELUS is helping to ensure Canada remains at the forefront of the information age.

3.2 BCT.TELUS Experience

BCT.TELUS is the largest private sector employer in Alberta and British Columbia with more than 22,000 employees working in major centres and communities throughout both provinces. In 1998, BCT.TELUS’ payroll was more than $1 billion, the Company paid

Public Version Page 3-3 2500 MHz MCS License Application Section 3 more than $100 million in business and property taxes, and made capital expenditures of $1.3 billion. As BCT.TELUS implements its national strategy the Company will expand its employee base across Canada – wherever its customers live and work. As a uniquely Canadian business success story, BCT.TELUS will continue to play a major role in ensuring Canadians have the knowledge, skills and access to state-of-the-art communications technology that will allow Canada to maintain its position as a global leader in the information age.

3.2.1 Wireless Communications Experience

TELUS Mobility Cellular Inc. provides superior wireless value and coverage wherever its customers are. As a prime example, the geographic coverage of TELUS Mobility Cellular Inc.'s wireless network is the most extensive in Canada. In addition, TELUS Mobility Cellular Inc. is looking at expanding its service on a national basis and has announced plans to become a national competitor.

The 1998 performance of the TELUS wireless business showed that growth was continuing. In the first quarter of 1999, the major milestone of one million customers was reached. This represents more than a 60 percent market share in Alberta and British Columbia and an industry-leading penetration rate of 22 percent for both provinces combined - the highest penetration rate of people using wireless services in Canada.

High customer satisfaction ratings and superior network quality were factors which led to a significant increase in revenue in 1998, despite three wireless competitors being active in the marketplace.

TELUS Mobility Cellular Inc. has also launched digital Code Division Multiple Access ("CDMA") service, in both the 800 MHz and 1.9 GHz bands, which offers customers improved security, call clarity and the most recent spectrum-efficient technology. More than 70,000 customers have signed up for this service in urban areas. In addition, TELUS Mobility Cellular Inc. has introduced competitive price plans, including prepaid offers, and enhanced services, such as Caller ID and voice mail.

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3.2.2 Fixed Wireless Service Experience

BCT.TELUS Mobility Cellular Inc., an important member of the BCT.TELUS family of companies, has a proud history and a bright future. Since 1932, when the Company introduced the first microwave network system in Canada, BCT.TELUS has operated radio systems that help Canadians communicate. The microwave links that were operated, maintained and, as new technologies developed, were retired, enabled BCT.TELUS to provide basic telephone serve to Albertans and Canadians for many years in the most cost effective manner.

This record of innovation and excellence carries over into today’s fixed wireless technology. Many of the same personnel, whose expertise is highly regarded in the industry, remain with the Company. TELUS Mobility Cellular Inc. is constantly researching, studying and incorporating new developments in fixed wireless technology. Moreover, the Company continues to contribute to wireless technology research through its participation in the work of the Radio Advisory Board of Canada and other Industry organizations.

TELUS Mobility Cellular Inc. has conducted industry leading MCS field trials (See Appendix D) under license by Industry Canada. These trials, which involved the successful design, installation and deployment of MCS networks in a wide variety of geographic terrains, provided the Company with valuable MCS experience.

3.2.3 Data Communications Experience

The data business – moving valuable information from person to person or business to business – is a major strength of BCT.TELUS. Data traffic is growing rapidly and our reliable high-speed networks and specialized Internet services move information for some of Canada’s largest businesses. Network coverage extends from resource rich northern Alberta and British Columbia to the region’s major urban centres.

Over the last several years BCT.TELUS has focused on the specialized data requirements of business customers and has been successful in British Columbia with the development and implementation of unique regional content and in Alberta with service guarantees.

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On the residential and small business Internet side, TELUS Advanced Communications experienced 77 percent growth in 1998. By year-end 1998, TELUS Advanced Communications was serving almost 217,000 customers, making TELUS Advanced Communications the second largest Internet Service Provider in Canada.

The new BCT.TELUS national network will give the Company the capability to offer select services to targeted market segments across Canada, providing a solid base for future growth while offering in-franchise and new market customers the same level of quality products and services synonymous with the TELUS brand.

3.2.4 Internet Experience

BCT.TELUS is the largest Internet service provider in western Canada. 100% of the population in Alberta and over 90% of the British Columbia population can connect to the Internet without having to pay long distance or other usage charges.

BCT.TELUS is developing and deploying new high-speed Internet access services. Almost 10,000 subscribers throughout Alberta and British Columbia now have ADSL- based services, with accelerated rollouts scheduled this year.

This year, beginning with ‘mybc.com’, TELUS Advanced Communications will be developing Internet portals in major Canadian cities, offering Canadians instant connections to local web sites and community information.

In June of this year, BCT.TELUS Payphone Services began offering multimedia information service at the Calgary International Airport. Twenty-five touch screen terminals provide travelers with convenient information and electronic services, including information on the Calgary Airport, accommodation, transportation and entertainment in Calgary, as well as high-speed e-mail, e-postcard, fax and Internet access.

In 1998, TELUS Advanced Communications launched an award winning, first-ever, , all Canadian bilingual Internet search engine, AltaVista Canada. AltaVista Canada, which indexes up to 90% more Canadian websites than any other search engine, gives users

Public Version Page 3-6 2500 MHz MCS License Application Section 3 access to more than 20 million pages of Canadian content and has a world index with more than 200 million web pages.

3.2.5 Smart Cities & Virtual City Halls Experience

BCT.TELUS now offers customized municipal/smart community solutions that provide self-serve and automated municipal services in a number of communities throughout Alberta and British Columbia. Residents can access information, make payments and print transactions using Internet, touch-tone phone, automated kiosk or cell phones – 24 hours a day, seven days a week. Services include utility consumption information and payment, property tax inquiry and payment, building permit information, pet and business license renewal and by-law violation payment. Lawyers and realtors can order and obtain property tax certificates and, with Emergency Response Notification, communities can automatically notify people of fire, power failures, or other emergencies.

3.2.6 Electronic Customer Service Experience

BCT.TELUS is the first telecommunications company in North America to introduce a self-service web site, ‘www.telus.com/selfserve’, that permits residential customers to order and change their service and check their billing information on a real-time basis, 24 hours a day.

BCT.TELUS is helping other businesses capitalize on the immense potential of the Internet. In 1998 BCT.TELUS introduced Interactive Commerce—a service that enables customers to move beyond geographic barriers and conduct business on a global scale.

3.2.7 Wireline Communications Experience

In this competitive and evolving industry BCT.TELUS is grounded by one constant – customers expect premier quality products and services, innovation, and above all else, excellent customer service. BCT.TELUS is committed to delivering the right product at the right price, the first time. BCT.TELUS has a solid foundation from which to deliver on this promise.

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Through its wireline business BCT.TELUS has reached customers by providing local and long distance telephone service through 4.5 million access lines – one quarter of the total lines in Canada. Residential and business customer loyalty has remained strong as the Company has maintained 70 percent of the long distance market in Alberta and British Columbia. From 1997 to 1998, our total long distance market share has increased by four percent. With local competition emerging, BCT.TELUS has close to 100 percent market share in local service in both provinces. While the company may not expect to retain 100 percent share, it is committed to offering consumers competitive pricing and premium service to ensure BCT.TELUS is the first and best choice in the markets it serves.

Our success in long distance markets is a result of our innovative marketing strategies and competitive pricing. The flat-rate long distance calling plans we introduced in the summer of 1998 are our most popular residential offerings ever. The plans offer unlimited calling, anywhere in Canada, on evenings and weekends for $20 or less per month.

Customers want packaged solutions – from one company that can meet all their needs. BCT.TELUS was the first communications company in Canada to bundle local service with long distance and other services – like Call Answer and Call Waiting – for a single monthly price.

A bundled offer was introduced in British Columbia in August 1998 and a similar package was launched in Alberta in January 1999. More than 50,000 customers have signed up for this service. As BCT.TELUS enters new markets beyond British Columbia and Alberta, TELUS Integrated Services Inc. will become known as a single point, customer service oriented communications company – in fact, the name says it all.

3.2.8 Research & Development Experience

In 1998, BCT.TELUS invested some $91.5 million in research and development to expand the skill and knowledge base necessary for a strong communications sector.

BCT.TELUS is committed to playing a leading role in the world of data technology, to ensure that our customers can depend on proven data solutions without risking their own investments of time and resources.

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TELUS Advanced Communications is in the process of integrating legacy and regulated data services such as packet (X.25) with state-of-the-art frame relay and ATM (Asynchronous Transfer Mode), TCP/IP (Transport Control Protocol / Internet Protocol) and fibre optic data technologies. Combined with end-to-end management of our customers’ networks, this integration means that BCT.TELUS can move more data to more places in more ways than any other company in Alberta and British Columbia.

As a partner in the Netera Alliance, TELUS Advanced Communications has successfully implemented Wnet II—a project to develop next generation Internet services in Alberta. The project, partly funded by CANARIE (Canadian Network for the Advancement of Research, Industry and Education), is in direct support of the national CA*net III program. This project will enable leading edge research and development and business competitiveness - helping to ensure that Alberta and BRITISH COLUMBIA are at the forefront of Canadian Internet technology.

BCT.TELUS is committed to the development and deployment of advanced network-based solutions with specific emphasis on health, education and consumer markets. This includes development of fibre-optic and coaxial cable networks in Calgary and Edmonton, allowing market trials of innovative residential multimedia services.

TELUS Mobility Cellular is focused on wireless research and development for both analog and digital networks. This includes voice services, video transmission and wireless data through an extensive Cellular Digital Packet data ("CDPD") network.

Some recent initiatives include:

• Developing remote alarming and monitoring CDPD devices for telemetry applications. • Partnering with manufacturers on research and evaluations of new product developments for Global Productivity Systems ("GPS") location services, wireless data dispatch, and Supervisory Control and Data Acquisition ("SCADA"). • CDPD modem manufacturers have also been provided with test bed facilities to allow for the evaluation of their products prior to commercial availability

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• Rural trial and evaluation of Code Division Multiple Access ("CDMA"), the first CDMA digital deployment and assessment in the world, which led to TELUS Mobility Cellular’s commercial deployment of CDMA in 1998. • R&D in wireless location tracking technology using Time Difference of Arrival with Cell-Loc Inc. of Calgary.

3.2.9 Growth Strategy

BCT.TELUS has an aggressive growth strategy and the strategic advantages to support this strategy. Strategic alliances combined with a superior product product, excellent customer service and a strong financial base will help BCT.TELUS grow and add shareholder value.

In Alberta and British Columbia, BCT.TELUS will continue to do what it does best – provide excellent customer service, high quality products and competitive pricing.

BCT.TELUS has been a leader in providing services including high-speed data networks, local and long distance services, Internet and e-commerce solutions, wireless services, multimedia, advertising and advanced data solutions to millions of business and residential customers in Alberta and British Columbia. BCT.TELUS will leverage its workforce expertise and management experience in the realization of its national expansion plans.

The new national business will initially be built on the backbone of the vital and growing data business. BCT.TELUS experience in this dynamic and technologically demanding business will fuel growth across Canada by offering data and high-speed Internet services.

In support of its national growth plan, BCT.TELUS recently announced that Lucent Technologies will supply the technology and equipment for a next-generation communications network in Central Canada. The estimated value of this supply agreement – now under negotiation – is expected to exceed $200 million over the next several years.

The network will enable TELUS Integrated Services Inc. to deliver new multimedia services - including voice, Internet and high-speed data services – to consumer and business customers.

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The market is speeding toward converged multiple networks and the combined expertise and network vision of BCT.TELUS and Lucent will provide cutting edge, end-to-end services as well as an easy migration to the evolving technologies.

BCT.TELUS has a strong management team and a skilled, highly motivated workforce, with sound expertise in telecommunications and the proven ability to provide excellent customer service. BCT.TELUS has access to premier technology and intellectual property. And, most importantly, BCT.TELUS and its employees have the desire to realize the Company's remarkable vision to become the premier communications company in the world.

3.3 Alliances and Partnerships

3.3.1 Domestic and International Alliances

BCT.TELUS has aligned with one of the largest full-service telecommunications providers in the United States – GTE. With more than $25 billion U.S. in annual revenue, GTE is a major global player. This alliance provides access to GTE’s full suite of technology and extensive fibre-optic network connecting BCT.TELUS to eastern Canada, the United States and overseas.

GTE is a leader in data and high-speed Internet. It has a 24-strand, high capacity fibre- optic network that runs coast to coast in the U.S., and has points of presence in more than 250 countries.

GTE’s investment in information technology adds substantially to the BCT.TELUS commitment to research and development. Together, we intend to gain renown for data and Internet customer solutions.

A 10-year intellectual property agreement between BCT.TELUS and GTE helps secure the technology, marketing and international connectivity we need to compete nationally. BCT.TELUS has secured exclusive rights (except in GTE-owned QuebecTel territory) to use GTE’s software and other technology for the provision of telecommunications services, including voice, data, Internet, wireless, broadcasting, video and cable services.

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The technology rights include access to all present and future patents, copyrights, trade secrets and expertise in systems, processes, hardware and software owned by GTE and its affiliates.

Also, GTE has agreed to provide consulting and operational support services, with access to their databases and systems. Technical, marketing, training and support consulting will be supplied to help us deliver the world-leading service GTE supplies. While the telecommunications industry landscape continues to change, it is certain that BCT.TELUS has forged a powerful alliance that creates the necessary scale and scope to meet its objectives.

3.3.1.1 Partnerships

3.3.2 CANARIE

BCT.TELUS, as an active industry partner in CANARIE (Canadian Network for the Advancement of Research, Industry and Education) is contributing to advancements in the area of network architecture – the cornerstone to ‘connecting Canadians’.

3.3.3 TRLabs

BCT.TELUS contributes more than $600,000 annually to our industrial partner, Telecommunications Research Laboratories (TRLabs). TRLabs research program is focused on four strategic technologies: Wireless Communications, Network Access, Data Networking and Photonics. Founded in 1986, TRLabs is the largest not-for-profit applied telecommunications research consortium in Canada with an annual revenue of over $10 Million. Through industry, university and government collaboration, TRLabs operates a network of telecommunications research laboratories across Canada.

3.3.4 Netera Alliance

Netera is a consortium of researchers, institutions, corporations and government that supports the development of advanced information technology products and services. In partnership with Netera, BCT.TELUS has successfully implemented WnetII—a project to develop next generation Internet services in Alberta that includes the University of Alberta,

Public Version Page 3-12 2500 MHz MCS License Application Section 3 the University of Calgary, the University of Lethbridge, the Alberta Research Council, the Banff Centre, the Northern and Southern Alberta Institutes of Technology, and other future sites in the province. This project will help ensure that Alberta’s education communities have real-time access to a borderless world of information and remain in the forefront of Internet technology.

3.4 Financial Capabilities

3.4.1 Financial Statements

As outlined in subsection 5.2.1(vi) of the Licensing Procedures, consolidated, audited financial statements for the past three full fiscal years are provided in Appendix B.

3.4.2 Interim Financial Statements

Subsection 5.2.1(vii) of the Licensing Procedures requests current interim financial statements. These are provided in Appendix B.

3.4.3 Financial Plan

Pursuant to subsection 5.2.1(viii) of the Licensing Procedures, a five year financial plan and the proposed system, including revenues, expenditures, and detailed financial forecasts for this period, complete with the key underlying assumptions is provided in Section 5.

3.4.4 Evidence of Financing

Pursuant to subsection 5.2.1(ix) of the Licensing Procedures, sufficient evidence that necessary financing is available or obtainable on reasonable terms and conditions is provided in Section 2.6.

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Introduction to Volume II

Volume II is the second of three volumes that make up the TELUS MCS Application for the Alberta Service Area. A Table of Contents for all three volumes has been provided for the reader’s convenience. Volume II starts with Section 4 which illustrates the service area for which the Application is being made. The Business Plan is provided in Section 5 along with supporting market research information. The Technology Strategy is provided in Section 6. Appendix C is a glossary and is followed by Appendix D which provides the results of the TELUS MCS technical trials.

This Application is one of seven MCS applications submitted by TELUS pursuant to the Notice. These Applications are made as part of the Company’s vision to become a national telecommunications services provider and as such include the service areas of British Columbia, Ontario, Eastern Ontario and Outaouais, Quebec, New Brunswick and Nova Scotia in addition to this application.

Certain of the information contained in the Application is of a financial, commercial or technical nature and consequently, the Company is filing this information in confidence with Industry Canada pursuant to section 20(1) of the Access to Information Act. The release of this information to the public would provide current and potential competitors with sensitive, commercially useful information, the release of which would cause TELUS direct and specific harm. The disclosure of this information could reasonably be expected to result in a material financial loss and negatively impact the Company’s competitive position. In addition, some of the information for which confidentiality is claimed is proprietary third party information for which the Company has undertaken to hold in confidence. Disclosure of this information would prejudice the rights of these third parties and could cause TELUS direct harm in future negotiations with these parties. TELUS considers all of this information to be confidential and proprietary and consistently treats this information on a confidential basis.

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Page II 2500 MHz MCS License Application Section 4

4. Service Area

This Application is for the Alberta Service Area. A map illustrating the aggregate coverage planned for in the first 3 years has not been provided for the public version.

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Figure 4-1: Alberta Service Area Map

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5.0 Business Plan for the Alberta Serving Area

5.1 Introduction The Notice requires that applicants set out a five-year business plan for each service area for which they are making application. Following is a detailed brief on the TELUS business plan for the Alberta serving territory. This business plan provides an overview of the Internet Service Provider (ISP) industry, and explains TELUS’ proposed competitive position in the industry, employing the MCS network infrastructure. The business plan then sets out the details of the Company’s proposed service offerings, prices, terms and conditions; its marketing strategies and customer support initiatives; and its proposed network roll out.

Next, the business plan provides an overview of the Company’s market research, projections and forecasts for the Alberta residential Internet market. In support of these projections, an Angus Reid Group survey of Alberta residential Internet customers is appended as Attachment 1. The business plan then sets out the results of the Company’s research into market segmentation, and forecasts the estimated TELUS market share in each segment. Finally the business plan explains the Company’s proposed organization and human resource strategy to support this initiative.

The business plan concludes with a five-year financial summary.

The Notice requests that applicants explain the major assumptions in their business case and any sensitivity impacts of these assumptions on the success of their business plan. Attachment 2 of the business plan sets out the major assumptions of the TELUS business plan for the Alberta service area, and explains the potential risks and opportunities that each presents.

It should be noted that the applicant, BCTEL Mobile Cellular Ltd. (referred to as “TELUS” throughout this document) is a Canadian carrier, pursuant to the Telecommunications Act, and as such is subject to the jurisdiction of the Canadian

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Radio-Television and Telecommunications Commission (CRTC). Consequently, certain of the TELUS proposals set out in this business plan may require CRTC approval.

5.1.1 Industry Structure The number of households purchasing Internet access has grown rapidly in a few short years. Research conducted by Angus Reid in September 1999 for TELUS shows that # # of Alberta residents now have Internet access at home. In order to understand the structure of the Internet market, it is necessary to understand the role of various market participants in the delivery of Internet services to end-users. These market participants can be segregated in to three broad categories; Internet Service Providers (ISPs), Internet backbone service providers, and local access service providers (See figure 5-1).

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Figure 5-1

ISPs provide end users with access to the Internet. This service usually includes e-mail, browser, and end user support services. The ISP market is still fragmented and ISP’s are geographically dispersed, with many relatively small providers with strong knowledge of their local market, providing service to as few as 2000 customers. An ISP typically sets up a point of presence (POP) and leases its backbone connection to the Internet from an Internet backbone service provider.

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Internet backbone service providers are typically large network service providers, including the telephone companies and various private-line data service providers, such as IBM.

ISPs gain access to the end user either over their own local access networks over the local access facilities of a local access service provider, such as a telephone company or cable television company. The majority of ISPs require their customers to dial into the ISP’s POP on the public switched telephone network (PSTN), through facilities provided by the incumbent local exchange company (ILECs), like Alberta TEL, or provided by a competitive local exchange company, like Sprint. Customers who use dial-up access generally achieve telephone modem speeds ranging from 14.4 to 56 Kbps.

Alternatively, ISPs may provide high-speed Internet access by one of two means. High- speed service may be provided over ADSL facilities (at speeds of approximately 1 Mbps) or by way of a cable modem connection. The majority of high-speed Internet Access services provided over ADSL facilities are provided by the ILECs. However, other ISP also provide high-speed access over ADSL facilities by leasing those facilities from the ILECs. High-speed access delivered over cable networks has been provided exclusively by cable companies (Cablecos). However, recently in Telecom Decision CRTC 99-11, the CRTC ordered the Cablecos file tariffs permitting ISPs to use their cable networks to gain access to customers.

Today, some # # of Alberta home Internet subscribers access the Internet using the PSTN, # # use cable modems and approximately # # use telephone-based high-speed access such as ADSL and its precursor, ISDN (128 Kbps). Of the # # of subscribers who use the PSTN, # # market share. Dozens of independent ISPs make up the remaining # # of the dial-up market, the largest of which are # #. Pricing for dial-up service typically ranges from $9.95 per month for an entry-level package, with a cap on the number of hours provided without additional charge, to $29.95 for a package without a usage cap. TELUS estimates that the average revenue per month from a dial-

Public Version Page 5-4 2500 MHz MCS License Application Business Plan up customer is approximately # #. Currently, TELUS’ ADSL/ISDN services # #, generate an average revenue of # # per month per customer.

The high-speed access market is dominated by the cable companies. The Cableco share of the high-speed Internet access market in Alberta is # #, and is dominated by the largest cable operator in Alberta, # # All other high-speed Internet access service providers have a combined share of # # of the high-speed Internet market.

In all, there are approximately # # cable modem end-users in Alberta. Cable modem penetration has gone from less than 2% of the home Internet access market two years ago to # # in September of 1999. Currently, Alberta cable operators offer free modem rental, making the average price for high-speed cable modem service $39.95 per month. Videotron also has an option in which subscribers can purchase their own cable modems and make a 12-month commitment to Videotron cable service to receive high-speed Internet for only $29.95 per month.

5.1.2 The Future of the High-speed Access Market

Despite the currently modest market share of high-speed Internet service providers, this part of the Internet market is widely forecast to continue to be the fastest growing segment of the ISP industry. TELUS forecasts that over the next 10 years, the balance of dial-up and high-speed Internet access will shift dramatically, and a majority of end-users will receive service on high-speed platforms. This forecast is based on a number of factors.

Internet content and applications will continue to become more sophisticated, and will require increased speed and bandwidth, in a relatively short period of time. Low speed dial-up end-users will be increasingly motivated to switch to a high-speed service. #

#. The continuing downward pressure on the price of personal computers will entice more

Public Version Page 5-5 2500 MHz MCS License Application Business Plan consumers to enter the Internet access market and this market growth will encourage even more competition among ISPs. Current ISPs and new market entrants will respond to the growing demand for high-speed access and this competition for consumers will encourage the majority of Internet customers to adopt a high-speed service in regions where they are given the alternative.

5.1.3 High-speed Internet Availability The TELUS forecast of growth in the high-speed Internet access market assumes that market entrants will respond to the growing demand for high-speed access. However, there are barriers to satisfying the demand for high-speed access in some parts of the market.

Currently, there remain certain technological and market barriers to the wide spread provisioning of high-speed access to the Internet. Many Internet users, who have indicated a desire to purchase high-speed access, live in areas that are not served by a high-speed supplier of any kind. In some cases they are in “fringe” urban areas that do not satisfy the technical requirements for either ADSL or cable high-speed delivery. Alternatively they are in a rural area where high-speed delivery is simply not feasible, using a wired technology. Finally, some residential customers have only one supplier, (most often a Cableco) because other suppliers cannot provision their high-speed service alternative. Under these latter conditions, the market stimulation resulting from competitive alternatives will not be realized, and the pace at which consumers will adopt a high-speed alternative will be reduced.

MCS presents an alternative access infrastructure that TELUS considers to be a viable alternative for consumers in these circumstance. However, realizing the shareholder value in the significant investment required to build the necessary infrastructure to provide an MCS-based high-speed service to end-users requires a business model with scale and scope. That is why TELUS has developed a business strategy that the Company submits will bring the benefits of MCS high-speed Internet access to the majority of Canadians in the shortest amount of time.

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5.2 The TELUS Business Strategy 5.2.1 TELUS Will Be a Wholesale Provider Because of the high fixed cost associated with building an MCS network, it will be necessary for TELUS, and indeed for any MCS network service provider, to capture a significant customer base, in a relatively short time, to generate the revenue necessary for financial viability. To that end, TELUS proposes to build an end-to-end Internet access data network in the 2500 MHz band, for the purpose of offering competitive ISPs, on a wholesale basis, connectivity from the end-user to the ISP’s POP, and then on to the Internet, thereby also providing an ISP’backbone service. The TELUS wholesale MCS service will be available to all ISP’s for resale at the retail level, including TELUS affiliates in those areas where they operate.

By relying on a wholesale distribution model, TELUS avoids the significant challenge of establishing a retail presence in many of the markets it intends to serve. Instead, TELUS will rely on local ISPs who have an intimate knowledge of the local Internet market and who bring the entrepreneurial drive and local competitiveness to capture market share. This will enable competitive ISPs to develop innovative approaches to their target markets, and differentiate their service offerings. The Company submits that this approach will allow for a much faster role out of its MCS high-speed Internet service, than might otherwise be realized by competitors who are also faced with the demands of establishing a local retail presence.

Under the TELUS business plan, ISPs (including TELUS affiliates) will be able to purchase Internet access as required to satisfy their marketing needs, with the assurance that an experienced network provider is guaranteeing their quality of service. ISPs will not have to incur the cost of network management, infrastructure and deployment in order to benefit from the availability of a superior access technology. Finally, this business model allows TELUS to deploy its MCS network throughout all of its proposed service areas across Canada, in only three years.

Because BCT.TELUS Communications Inc. will be both a wholesaler and retailer of ISP services, TELUS will impose competitive safeguards on itself and its affiliates to protect

Public Version Page 5-7 2500 MHz MCS License Application Business Plan the confidentiality of all customer information. These safeguards will ensure that no ISP, including the Company’s own affiliates, has access to any other ISP’s customer information. Similar safeguards have been adopted by the Carrier Services Group in both TELUS Communications and BCTEL, and approved by the CRTC.

5.3 Service Offering 5.3.1 Wholesale ISP Service The TELUS wholesale offering to ISP’s will include two separate market offerings, one for the residential market, including small office and home office (SOHO) offerings, and another for the small commercial market. Below, the Company has set out its proposed offering for the residential market. The offering for the small commercial market will be priced at a higher rate than the residential market. As of the date of filing, the small commercial market rate proposal has not yet been finalized. Consequently, the business plan has been developed by applying the proposed prices for the residential market to the entire forecast customer base, including small commercial customers. As a result, all of the revenue forecasts in the business plan are conservative estimates.

The following prices, terms and conditions are proposed for the residential wholesale service. The service will have two components, a monthly fee and a one-time installation charge. The proposed monthly fee is # # per end-user per month. The services covered by the fee will include:

• The rental of an end-user antenna, transceiver, and modem; • An end-user connection to the ISP’s POP; and • Technical support to the ISP.

Other service options such as additional email addresses and WEB hosting will be offered by the ISP and are therefore not included in the TELUS wholesale offering.

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The second component of the residential wholesale service offering is a one-time activation charge. TELUS will charge ISPs a one-time activation fees of # # per New Account1. The services provided for this fee will include:

• Confirmation of line-of-site access to the MCS network ; • Installation of the MCS antenna, transceiver & modem and the connection to the customers existing inside wire, or installation of new coaxial inside wire; • Testing and confirmation of IP connectivity at the output of the MCS modem; • The set-up of the end-user’s IP address & account on the ISP’s master account.

All installations will be performed by TELUS or its authorized contractor. The TELUS business case assumes that the customer or the ISP assume responsibility for the installation of the necessary 10 Base T Ethernet card and any related software in the end- user’s PC. The Ethernet card and related software is readily available at retail outlets.

5.3.2 Proposed Discounts TELUS may offer certain volume and term discounts to stimulate demand for its wholesale service. Additionally, to stimulate the migration of ISPs’ current customers to the MCS high-speed network, TELUS proposes to offer periodic discounts on activation fees, during the first three years of the MCS roll-out.

Other discounts may be negotiated with ISPs where an ISP undertakes to assume certain responsibilities usually provided in the service or where their customer’s do not require all of the elements normally provided by TELUS. By offering flexible wholesale services to ISPs, TELUS expects that ISPs will have an opportunity to match their capabilities with the various service elements available from TELUS to satisfy their customers’ needs. For example, a customer or the ISP may purchase the necessary subscriber equipment, and the monthly wholesale fee may then be reduced by up to # # per customer per month. Alternatively, some ISPs may give customers the option of

1 This price may be lower, pending the CRTC’s decision on access to cable inside wire.

Public Version Page 5-9 2500 MHz MCS License Application Business Plan installing the modem. In this case, there would only be a modest saving on the Activation Fee as the bulk of the work – mounting the antenna, transceiver installation and appropriate wiring – must still be performed by a TELUS technician. If the ISP takes on the entire installation responsibility, the Activation Fee would fall to the cost of administrative set-up of the IP address and customer account, which would be approximately # # per customer addition.

In section 5.8 of the business case, TELUS has included the impact of certain fee discounts in its financial forecast.

5.4 Client Service & Support As part of its offering to ISP’s, TELUS proposes to provide the following support services:

5.4.1 The TELUS Line-of-Site Confirmation Service System In order to be eligible for service, the end-user’s location must be in “line-of-site” of the relevant TELUS MCS transmitter site. To facilitate verification that locations are eligible to receive MCS service, TELUS proposes to build and maintain a detailed RF propagation and coverage database from the following sources:

• The MCS RF Coverage Planning Maps prepared by TELUS Engineering • Successful customer additions to the MCS Network • Unsuccessful attempts to add customers to the Network

This system, which will be called the TELUS Line-Of-Site System (TLOSS), will be a password protected Internet site accessible by all TELUS ISP wholesale clients. An ISP will be able to enter a proposed address into the TLOSS and receive on-line information on whether the location can be reached by the MCS network. The system will be designed so that ISPs will be provided with a master database of all their own installations, but will be unable to access detailed information about competitors’ subscriber locations.

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TLOSS will also provide specific information about roll-out and build schedules, technical bulletins about the service, FAQs about MCS, fault diagnosis procedures and tips, Field Service Requests (trouble tickets) and other relevant information.

Finally, TLOSS will play an important role in the ongoing refinement and expansion of the MCS network. Coverage requests for both eligible and ineligible locations will be tracked in TLOSS and this information will be used to identify coverage expansion opportunities. This information will also be used for further planning and budgeting of in-fill sites.

5.4.2 Market Development Assistance for Multi-unit Residences TELUS will provide market development assistance in the residential Multi Unit Dwelling market. As each of these buildings is activated on the TELUS network, the Company will add them to the Line-of-site database for all ISPs to access.

5.4.3 Field Service TELUS wholesale clients will also be entitled to Field Service support from either TELUS or its qualified designate for all their customers connected to the TELUS wireless network. Through TLOSS, ISPs will be able to request or perform simple remote diagnostics on-line to, among other things, confirm network connectivity to the customer’s modem. This will assist ISP’s in determining whether a Field Service Call is necessary for resolution of a customer’s problem. . Finally, the MCS Network will be monitored and maintained on a 24/7 basis by TELUS Engineering dedicated to the Network.

5.4.4 Interconnection Engineering & Support Client ISPs will have access to TELUS engineering expertise for consultation and assistance in interconnection planning, forecasting, and trouble resolution.

5.4.5 Co-Branding Strategy The Angus Reid research showed that # # of end users would have increased interest in an ISP’s MCS service offering, if it were explicitly associated with the TELUS brand. Consequently, a part of TELUS’ marketing efforts with its ISPs will be an opportunity

Public Version Page 5-11 2500 MHz MCS License Application Business Plan for ISPs to co-brand with TELUS and vice versa. Co-branding will allow ISPs to assure their customers of the integrity and dependability of their high-speed wireless service through TELUS, and TELUS will have the opportunity to build a profile in the Alberta Market.

5.5 Network Roll-Out TELUS proposes to launch an aggressive three-year roll-out plan as part of its business strategy. The principal components of the rollout strategy are as follows.

TELUS plans to spend # # in the first three years to develop # # radio sites in Alberta. The TELUS MCS service will be offered in #

TELUS will develop each site to address the entire targeted subscriber base in the related serving territory. Initially, each site will be “unsectored” (omnidirectional), which means that its capacity will be sized to the initial market demand. However, as a site nears capacity with subscriber growth, TELUS will “sectorize” it to provide the required additional capacity.

Over the ten year license TELUS will spend a total of # # in network capital with an expenditure of # # expected in # # # #. With the exception of the metropolitan sites, the majority of radio sites in the province will not require “sectorization” to increase subscriber capacity.

The table and map below sets out the TELUS roll out plan for Alberta.

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Table 5-1

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Figure 5-2

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5.5.1 Market Projections and Forecasts TELUS undertook an extensive analysis of the Internet market, both at the retailer (ISP) level and at the end-user level, to develop its MCS high-speed Internet access market projections. As a provider of wholesale services to ISPs, it is necessary to understand the ISP market. But in order to understand the ISP market, it is necessary to understand the market they serve. Therefore, TELUS has developed its market and revenue forecasts in its business plan on the basis of information about the end-user.

The TELUS wholesale service will be provided on a per-end-user basis. Consequently, in order to determine the ultimate value of the wholesale ISP market to TELUS, the Company undertook primary research on the size and value of the retail high-speed market, and the portion of that market that is best suited to an MCS offering.

The following is a summary of the TELUS market research, information on the ISP market, an overview of the TELUS end-user target market (on a per-customer-segment basis), and a forecast of TELUS market share, for each year in the Company’s five year business plan.

5.5.2 Market Research Summary In order to get a more accurate picture of the state of the end-user Internet market, TELUS commissioned the Angus Reid Group to survey Alberta residents during the period between September 10th and 19th 1999.

The specific objectives of this research were to:

• Determine the current size and nature of the residential Internet market and estimate the level and nature of future growth; • Assess users’ and future “Intenders’” perceptions of different types of Internet providers; • Determine the importance of various attributes in an Internet provider; • Assess the level of interest in wireless Internet service and identify potential barriers to public acceptance of the technology; and • Test potential pricing for wireless Internet and the associated modem.

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The detail of the Angus Reid report can be found in Attachment 1. This research shows that:

• ## • #

# • # # • #

# • #

# The results of the Angus Reid research are reassuring in that it clearly indicates that:

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5.5.3 The ISP (Wholesale) Market TELUS intends to market its MCS service to ISPs, on a wholesale basis. Using data provided by the Canadian Association of Internet Providers (CAIP) and Angus Reid, TELUS estimates the ISP market in Alberta currently consists of some # # service providers. As noted in section 5.1.1 above, # # of Internet users in Alberta use dial-up access service provided by one of these ISP’s - the largest 4 of which (including the ILEC) account for only # # of the total dial-up market. Given the current fragmentation in the ISP market, the Company estimates that its wholesale service will be attractive to the majority of the ISP’s, that collectively serve # # of the retail market. If it could be optimistically assumed that the TELUS MCS network will reach the dial-up customers of all of these ISPs, the Company estimates that the total number of potential subscribers available exceeds # #.

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Table 5-2

Although considerable consolidation is expected to occur in the ISP market, with the advent of high-speed access alternatives, TELUS concludes that the reduction in the number of ISPs will have little impact on its projections of market share. This is because, as the forecast market consolidation occurs, the new consolidated ISPs will have an even greater incentive to provide high-speed alternatives to incumbent providers. As a result, the TELUS wholesale alternative to building competing networks, or to leasing limited capacity from other local access service providers, will be even more attractive.

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5.5.4 The Current and Potential end-user Market TELUS estimates that the home Internet market and its segments in Alberta will be as follows:

Table 5-3

The most notable trend in the Alberta market will be the transition from a dial-up access dominated market to a high-speed access dominated market sometime in year 2004. TELUS’ forecast shows that by the last year of the license period, # # of all Alberta Households will have access to the Internet and # # of those Internet customers (or # # of Alberta households) will be on a high-speed service. These figures are projected from end-user intentions, as measured by Angus Reid. The Company believes these projections to be conservative.

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Market Segments

In its MCS technology trials, TELUS determined that it is important to understand the physical characteristics of end-user residences, because some types of residences require unique technology deployments. Additionally, certain end-users, like those in multi-unit dwellings, require special marketing consideration. TELUS, therefore, has segmented the residential market by five segments, based on dwelling type, and user type, based 1996 Statistics Canada information. These segments are:

1. Single Family Dwellings (SFD)

Generally the largest of the building type segments, SFDs refer to any residence in which the home-owner can independently make the decision to have an antenna attached to his or her home for the service. Consequently, it is possible to use a variety of positions on the home to secure line-of-site to the MCS network system. Included in this segment are traditional single family dwellings, row and town houses, detached row houses and mobile homes. This segment will utilize a traditional antenna, transceiver, modem and inside wiring configuration.

2. Multi Unit Dwellings (MUDs) less than 5 stories

Unlike SFDs, which only require one antenna per customer and where there are usually a number of line-of-site options for an installer, Multi Unit Dwellings can pose a number of challenges. The most obvious is that if installations were done similar to a SFD, all the suites that were not line-of-site to the network would not be able to receive the service. As well, building owners, or condominium corporations would likely disapprove of having a number of antennas mounted on the building to accommodate the line-of-site suites. It is necessary, then, to install common or master antenna systems and an internal distribution system in order to provide service to all the suites within an MUD.

The less than 5 story segment is made up of buildings that are typically low rise, low density, e.g., a three or four story “walk-up”. These buildings tend lack of internal building facilities for an internal distribution system (e.g., conduit), or traditional utility closets for housing electronic equipment, etc. The buildings in this segment will likely

Public Version Page 5-20 2500 MHz MCS License Application Business Plan require a large degree of customization in order to provide customers with access to a wireless system.

3. Multi Unit Dwellings 5 or more stories

This segment is typically made up of the newer, higher density buildings, mainly in urban markets. The primary difference between the 5+ segment and the less than 5 segment is that the buildings in the 5+ segment typically have internal building facilities like riser conduits and utility closets which can accommodate a distribution system. In these buildings there will be a large degree of standardization in provisioning practices.

In the TELUS business plan, capital and expenses have been budgeted to reflect the unique provisioning needs of these three market segments. As well, the MUD segments will be given specific focus in the marketing plan for this region under Section 8.5.3.

In addition to the above physical building types, TELUS has also given specific consideration to two other commercial-related segments:

4. Small Commercial

While the businesses and offices located in the primary business cores of large centres typically have access to a number of data providers and their facilities, the Small Commercial category is a segment that appears to be currently under served. Many small businesses are located in industrial parks, suburban strip malls, or areas which are not served by cable companies who are currently the main providers of high-speed service, and/or are in outer-urban or fringe areas that are outside the reach of telcos’ xDSL technologies.

This segment, albeit modest, has been identified along with SFDs, MUDs less than 5 Stories and MUDs 5 Stories or more as a separate segment.

5. Small Office / Home Office (SOHO)

TELUS recognizes that Telecommuting – working for a corporation or business while at home - and Home-based businesses are on the rise throughout Canada. Therefore, in a

Public Version Page 5-21 2500 MHz MCS License Application Business Plan segment called SOHO, each of the three residential dwelling type segments reflects growth not only from typical home usage but also from the emergence of these two socioeconomic trends.

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5.6 Projected TELUS Market Share Based on the above segmentation categories, TELUS has estimated the following projected market share over the 5 year horizon of its business plan.

Table 5-4

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5.7 Human Resource Strategy The TELUS business case proposes that the MCS Wholesale service will be provided by a separate division of the License, which will l be dedicated to the MCS business and its clients. This division will provide dedicated Network Engineering, Operations, Marketing and Administrative personnel to this task. In all, TELUS is budgeting # # positions nationally, to be a part of this division, with # # dedicated positions in Alberta over the initial 5-year span of the license.

In addition to this core staff, TELUS will draw upon internal expert resources and external contractors to perform the thousands of installations during the license period. In the first five years, TELUS estimates that there will be some # # full time technicians engaged to perform all the forecast installations to the MCS network in Alberta.

5.8 Five Year Business Plan Financial Summary The five-year financial forecast is set out below. Although these projections show that the business case does not achieve profitability in the five year forecast horizon requested in the Notice, the business case does forecast a shareholder return over a ten year forecast period.

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Table 5-5

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Table 5-6

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Table 5-7

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Attachment 1

The Angus Reid Market Research is confidential and is not available for the public record.

Public Version Page 5-A1.1 2500 MHz MCS License Application Business Plan

Attachment 2

The MCS Application policy requests that applicants include an overview of their assumptions and the attendant sensitivity impacts of each assumption on their business case results. Overall, TELUS has assembled a 5-Year Business Plan for MCS that is conservative and realistic. Following are the major assumptions underlying the TELUS business case.

Roll Out

The plan forecasts that the coverage described in Section 5.5 will be completed by the end of year three. The roll out strategy influences the market penetration and the revenues associated with that level of penetration.

As well, the rollout strategy assumes that on average, # # of the homes within a coverage area will have line-of-site access to the MCS Network. This assumption is based on the network implementation experience from the TELUS MCS technology trials.

Potential Risks:

The potential risks to the roll out schedule arise from the uncertainty of site availability and equipment vendor availability. The former risk is minimized by the fact that TELUS has extensive experience in site acquisition and construction. Vendor availability is a minor risk that is mitigated by the presence of multiple vendors for MCS network equipment.

TELUS considers that its # # line-of-site estimate is conservative. However, even if the availability of line-of-site is overestimated, and is really # #, profitability would be delayed by only # # months.

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Potential Opportunities:

Given TELUS’ experience in site acquisition and construction, it is possible that the roll- out plan may be accelerated. Alternatively, the TELUS line-of-site estimate might be too conservative, which would result in profitability sooner.

Market Penetration

The TELUS Business Plan assumes that the share of total Alberta Households on the wireless MCS network will be # # at the end of year one and # # at the end of year 5, for a # # share of the total Alberta Internet Market in year 1 growing to a # # share in year 5. Given the double-digit growth of cable high-speed access, these penetrations and growth rates reflect a very conservative estimate. Again, it must be emphasized that by embracing a wholesale strategy for competitive ISPs, the acquisition plan is supported by a number of ISP sales channels in a highly competitive industry.

Potential Risks:

If the projected levels of market penetration are not realized, then TELUS will not realize the revenues and subsequent cash flows needed to support further network deployment. The nature of wireless technology, however, helps minimize the impact of such an event on the TELUS business plan. The largest capital expenditures are not incurred to construct the network (# of budgeted capital); but to provision the equipment at customers’ homes (# # of budgeted capital). Therefore, while there may be reduced revenues arising from a shortfall in subscriber acquisitions, there are offsetting capital savings as a result of fewer antennas, transceivers and modems to be purchased and installed.

Potential Opportunities:

Conversely, if TELUS exceeds the conservative subscriber acquisition estimates set out in the business plan, especially in the first two years, there is an opportunity to produce profitability sooner than forecast.

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Revenues

The TELUS Business plan assumes that the average revenue per wholesale subscriber will be # # per month, for the duration of the 5 year plan. While there may be some market opportunity to price SOHO or Small Business customers higher by including extra features (i.e. data transfer allotments, additional email addresses, disk space for WEB hosting), TELUS believes that those features will be offered at the retail rather than wholesale level. As well, the TELUS pricing strategy assumes that the capital cost of customer equipment does not change from its current level.

The potential for higher customer equipment costs is mitigated somewhat in the business plan by the fact that TELUS has not included any revenues associated with the potential to market additional IP addresses. The revenue streams in the TELUS plan are strictly derived from the forecast sale of Internet access services. Other potential IP products that can be sold on the TELUS MCS network, such as telephony, have not been included.

Potential Risks:

In a highly competitive market, there will be price competition. TELUS is committed to match wholesale pricing for similar services.

Potential Opportunities:

If price competition is driven by efficiencies, such as a reduction in customer equipment capital costs, then the TELUS business plan will be unaffected. TELUS also intends to fully utilize the capacity of its MCS network, by employing unused capacity to generate alternative revenue streams, such as IP telephony and point to point, or point to multipoint, commercial applications, in the later years of the license. If these excluded IP applications come to market any time during the first five years, profitability will improve significantly.

Cost of Technology

The TELUS business plan employed recent quotes from major manufacturers to determine the cost of both network and customer equipment capital expenditures. Of

Public Version Page 5-A2.3 2500 MHz MCS License Application Business Plan these two expenditures, the largest is customer equipment (# # of total estimated capital expenditures). TELUS has assumed that budgeted customer equipment costs will remain constant throughout the first five years. The cost of the customer equipment is currently set at # # for the duration of the Plan.

Potential Risks:

There is very little risk of the equipment increasing in price. Competition and volume demand will likely drive prices down. However, there may be an issue of availability as major American telecommunications companies, like Sprint and MCI, have acquired wireless companies with the intention of offering competitive telephony and Internet services to potentially millions of households in the US. An aggressive roll-out strategy by these players could put a strain on customer and network equipment availability in the short term.

Potential Opportunities:

Because major American players such as Sprint and MCI plan to aggressively market a wireless offering, there is every reason to believe that as production (supply) goes up, the price of equipment will fall. This has been the case with virtually every major telecommunications technology in the past 10 years. Falling equipment prices will likely help alleviate the impact of any potential wholesale price competition.

As well, if network capital costs fall and the other components of the TELUS business plan unfold as forecast, TELUS is prepared to redirect network capital savings to network coverage expansion or other improvement projects. An example of such a cost saving is set out below.

CPE capital is roughly split evenly between the modem and the transceiver, assuming the transceiver uses out-of-band return. CPE costs for in-band return are almost triple those for out-of-band return. Consequently, TELUS’ radio design and the subscriber capacity per cell assumed out-of-band return. Out-of-band return bandwidth is much less than in- band return. Simply put, in the TELUS model, the upstream portion is a bottleneck.

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To be conservative, in markets where there is an incumbent MCS operator, the TELUS radio design assumes that the incumbent MCS operator has a prorated share of the upstream spectrum based on the portion of the operator’s license allocation to the total 16 channels. This reduces further the available upstream capacity. In TELUS’ design, by allocating some of the scarce upstream bandwidth to the incumbent MCS operator, more cell sites have to be constructed for the same area coverage to address the subscriber demand. Should the incumbent MCS operators not receive any out-of-band spectrum, TELUS will require fewer radio sites for similar coverage and the savings in capital will be allocated to extending the service to areas not planned in this report.

Furthermore, should in-band return systems become significantly cheaper in the next few months, TELUS may be able to select an in-band return system with greater subscriber capacity than the current out-of-band platforms. Again, fewer radio sites would be required for the same coverage and any network capital saved by implementing such a system would be used to extend the coverage to areas not planned here.

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6 Technology Strategy

BC Tel Mobility Cellular Inc. is filing the Technology Strategy in confidence with Industry Canada pursuant to section 20(1) of the Access to Information Act. A public version of this information has not been provided for the public record because the section is not meaningful when abridged.

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APPENDIX A

Item No. Description of Document

1 Certificate of Incorporation*, Certificates of Name Change*, Amended and Restated Memorandum and Articles of BC TEL Mobility Cellular Inc. (“TELUS”)

2 Certificate of Incorporation*, Amended and Restated Memorandum and Articles of BCT.TELUS Communications Inc. (“BCT.TELUS”)

3 Authorized and Issued Share Capital of TELUS

4 Authorized and Issued Share Capital of BCT.TELUS

5 Proxy Circular dated December 8, 1998*

6 Directors of TELUS

7 Directors of BCT.TELUS

8 Officers of TELUS

9 Officers of BCT.TELUS

10 Revised Annual Information Form for BCT.TELUS*

11 Unaudited Financial Statements for BC TEL Mobility*

* These documents are available in hardcopy only. 2500 MHz MCS License Application

Amended and Restated as at October 1, 1999

MEMORANDUM

BC TEL MOBILITY CELLULAR INC.

1. The name of the Company is “BC TEL Mobility Cellular Inc.”

2. The authorized capital of the Company consists of SIXTY MILLION (60,000,000) shares, divided into:

(i) FIFTY MILLION (50,000,000) Common shares without par value; and

(ii) TEN MILLION (10,000,000) Preferred shares without par value, of which the first series shall be 3,000,000 Series 1 Preferred shares without par value.

3. The Common shares without par value, the Preferred shares without par value and the Series 1 Preferred shares without par value have attached thereto the special rights and restrictions set forth in the Articles of the Company. AMENDED AND RESTATED ARTICLES as of October 1, 1999

BC TEL MOBILITY CELLULAR INC.

TABLE OF CONTENTS

PART ARTICLE SUBJECT

1 INTERPRETATION

1.1 Definitions 1.2 Construction of Words 1.3 Definitions same as Company Act Interpretation Act Rules of Construction apply

2 SHARES AND SHARE CERTIFICATES

2.1 Member entitled to Certificate 2.2 Replacement of Lost or Defaced Certificate 2.3 Execution of Certificates 2.4 Recognition of Trusts.

3 ISSUE OF SHARES

3.1 Directors Authorized 3.2 Conditions of Allotment 3.3 Commissions and Brokerage 3.4 Conditions of Issue

4 SHARE REGISTERS

4.1 Registers of Members, Transfers and Allottments 4.2 Branch Registers of Members 4.3 No Closing of Register of Members

5 TRANSFER AND TRANSMISSION OF SHARES

5.1 Transfer of Shares 5.2 Execution of Instrument of Transfer 5.3 Enquiry as to Title Not Required 5.4 Submission of Instruments of Transfer 5.5 Transfer Fee. - II –

PART ARTICLE SUBJECT

5.6 Personal Representative Recognized on Death 5.7 and 5.8 Persons in Representative Capacity

6 ALTERATION OF CAPITAL

6.1 Increase of Authorized Capital 6.2 Other Capital Alterations 6.3 Creation, Variation and Abrogation of Special Rights and Restrictions 6.4 Consent of Class or Series Required 6.5 Special Rights of Conversion or Exchange. 6.6 Class Meetings and Series Meetings of Members

7 PURCHASE AND REDEMPTION OF SHARES

7.1 Company Authorized to Purchase or Redeem its Shares 7.2 and 7.3 Redemption of Shares

8 BORROWING POWERS 8.1 Powers of Directors 8.2 Special Rights Attached to and Negotiability of Debt Obligations 8.3 Register of Debentureholders 8.4 Execution of Debt Obligations 8.5 Register of Indebtedness

9 GENERAL MEETINGS 9.1 Annual General Meetings 9.2 Waiver of Annual General Meeting 9.3 Classification of General Meetings 9.4 Calling of Meetings 9.5 Advance Notice for Election of Directors 9.6 Notice for General Meeting 9.7 Waiver or Reduction of Notice 9.8 Notice of Special Business at General Meeting

10 PROCEEDINGS AT GENERAL MEETINGS 10.1 Special Business 10.2 Requirement of Quorum 10.3 Quorum 10.4 Lack of Quorum 10.5 Chairman 10.6 Alternate Chairman 10.7 Adjournments - III –

PART ARTICLE SUBJECT

10.8 Resolutions Need Not Be Seconded 10.9 Decisions by Show of Hands or Poll. 10.10 Casting Vote 10.11 Manner of Taking Poll 10.12 Retention of Ballots Cast on a Poll 10.13 Casting of Votes 10.14 Ordinary Resolution Sufficient

11 VOTES OF MEMBERS 11.1 Number of Votes Per Share or Member 11.2 Votes of Persons in Representative Capacity 11.3 Representative of a Corporate Member 11.4 Votes by Joint Holders 11.5 Votes by Committee for a Member 11.6 Appointment of Proxyholders 11.7 Execution of Form of Proxy 11.8 Deposit of Proxy 11.9 Form of Proxy 11.10 Validity of Proxy Vote 11.11 Revocation of Proxy

12 DIRECTORS 12.1 Number of Directors 12.2 Remuneration and Expenses of Directors 12.3 Qualification of Directors

13 ELECTION AND REMOVAL OF DIRECTORS

13.1 Election at Annual General Meetings 13.2 Eligibility of Retiring Director 13.3 Continuance of Directors 13.4 Election of Less than Required Number of Directors 13.5 Filling a Casual Vacancy 13.6 Additional Directors 13.7 Alternate Directors 13.8 Termination of Directorship 13.9 Removal of Directors

14 POWERS AND DUTIES OF DIRECTORS

14.1 Management of Affairs and Business 14.2 Appointment of Attorney

15 DISCLOSURE OF INTEREST OF DIRECTORS 15.1 Disclosure of Conflicting Interest - IV –

PART ARTICLE SUBJECT

15.2 Voting and Quorum Re Proposed Contract 15.3 Director May Hold Office or Place of Profit with Company 15.4 Director Acting in Professional Capacity 15.5 Director Receiving Remuneration from Other Interests

16 PROCEEDINGS OF DIRECTORS

16.1 Chairman and Alternate 16.2 Meetings - Procedure 16.3 Meetings by Conference Telephone 16.4 Notice of Meeting 16.5 Waiver of Notice of Meetings 16.6 Quorum 16.7 Continuing Directors May Act During Vacancy 16.8 Validity of Acts of Directors 16.9 Resolution in Writing Effective

17 EXECUTIVE AND OTHER COMMITTEES

17.1 Appointment of Executive Committee 17.2 Appointment of Committees 17.3 Procedure at Meetings

18 OFFICERS 35

18.1 President and Secretary Required 18.2 Persons Holding More Than One Office and Remuneration 18.3 Disclosure of Conflicting Interest

19 INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

19.1 Indemnification of Directors 19.2 Indemnification of Officers, Employees, Agents 19.3 Indemnification Not Invalidated by Non-compliance 19.4 Company May Purchase Insurance

20 DIVIDENDS AND RESERVE

20.1 Declaration of Dividends - V –

PART ARTICLE SUBJECT

20.2 Declared Dividend Date 20.3 Proportionate to Number of Shares Held 20.4 Reserves 20.5 Receipts from Joint Holders 20.6 No Interest on Dividends 20.7 Payment of Dividends 20.8 Capitalization of Undistributed Surplus

21 DOCUMENTS, RECORDS AND REPORTS

21.1 Documents to be Kept 21.2 Accounts to be Kept 21.3 Inspection of Accounts 21.4 and 21.5 Financial Statements and Reports

22 NOTICES

22.1 Method of Giving Notice 22.2 Notice to Joint Holder 22.3 Notice to Persons in Representative Capacity 22.4 Persons to Receive Notice

23 RECORD DATES 23.1 Record Date 23.2 No Closure of Register of Members

24 SEAL

24.1 Affixation of Seal to Documents 24.2 Mechanical Reproduction of Signatures

25 PROHIBITIONS

15,1 Number of Members 25.2 No Securities to be Offered to the Public 25.3 Restrictions on Transfer of Shares

26 SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES WITHOUT PAR VALUE

26.1 Voting

26.2 Dividends

26.3 Liquidation, Dissolution or Winding-up - VI –

PART ARTICLE SUBJECT

27 SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE PREFERRED SHARES WITHOUT PAR VALUE

28 SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE SERIES 1 PREFERRED SHARES WITHOUT PAR VALUE 2500 MHz MCS License Application

PROVINCE OF BRITISH COLUMBIA COMPANY ACT

AMENDED AND RESTATED ARTICLES OF

BC TEL MOBILITY CELLULAR INC.

PART 1

INTERPRETATION

1.1 In these Articles, unless there is something in the subject or context inconsistent therewith:

“Board” and “the Directors” or “the directors” mean the Directors or sole Director of the Company for the time being.

“Company Act” means the Company Act of the Province of British Columbia as from time to time enacted and all amendments thereto and includes the regulations made pursuant thereto.

“seal” means the common seal of the Company.

“month” means calendar month.

“registered owner” or “registered holder” when used with respect to a share in the authorized capital of the Company means the person registered in the register of members in respect of such share.

Expressions referring to writing shall be construed as including references to printing, lithography, typewriting, photography and other modes of representing or reproducing words in a visible form.

Words importing the singular include the plural and vice versa; and words importing male persons include female persons and words importing persons shall include corporations. 2500 MHz MCS License Application

1.2 The meaning of any words or phrases defined in the Company Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

1.3 The Rules of Construction contained in the Interpretation Act shall apply, mutatis mutandis, to the interpretation of these Articles.

PART 2

SHARES AND SHARE CERTIFICATES

2.1 Every member is entitled, without charge, to one certificate representing the share or shares of each class held by him; provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint registered holders or to his duly authorized agent shall be sufficient delivery to all; and provided further that the Company shall not be bound to issue certificates representing redeemable shares, if such shares are to be redeemed within one month of the date on which they were allotted. Any share certificate may be sent through the mail by registered prepaid mail to the member entitled thereto, and neither the Company nor any transfer agent shall be liable for any loss occasioned to the member owing to any such share certificate so sent being lost in the mail or stolen.

2.2 If a share certificate:

(i) is worn out or defaced, the Directors shall, upon production to them of the said certificate and upon such other terms, if any, as they may think fit, order the said certificate to be cancelled and shall issue a new certificate in lieu thereof;

(ii) is lost, stolen or destroyed, then, upon proof thereof to the satisfaction of the Directors and upon such indemnity, if any, as the Directors deem adequate being given, a new share certificate in lieu thereof shall be issued to the person entitled to such lost, stolen or destroyed certificate; or

(iii) represents more than one share and the registered owner thereof surrenders it to the Company with a written request that the Company issue in his name two or more certificates each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company shall cancel the certificate so surrendered and issue in lieu thereof certificates in accordance with such request. 2500 MHz MCS License Application

Such sum, not exceeding the amount specified in the Company Act, as the Directors may from time to time fix, shall be paid to the Company for each certificate to be issued under this Article. 2500 MHz MCS License Application

2.3 Every share certificate shall be signed manually by at least one officer or Director of the Company, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the Company and any additional signatures may be printed or otherwise mechanically reproduced and, in such event, a certificate so signed is as valid as if signed manually, notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such certificate to hold at the date of the issue of the share certificate.

2.4 Except as required by law, statute or these Articles, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as by law, statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof by its registered holder.

PART 3

ISSUE OF SHARES

3.1 Subject to Article 3.2 and to any direction to the contrary contained in a resolution passed at a general meeting authorizing any increase or alteration of capital, the shares shall be under the control of the Directors who may, subject to the rights of the holders of the shares of the Company for the time being outstanding, issue, allot, sell or otherwise dispose of, and/or grant options on or otherwise deal in, shares authorized but not outstanding, and outstanding shares held by the Company, at such times, to such persons (including Directors), in such manner, upon such terms and conditions, and at such price or for such consideration, as they, in their absolute discretion, may determine.

3.2 If the Company is, or becomes, a company which is not a reporting company and the Directors are required by the Company Act before allotting any shares to offer them pro rata to the members, the Directors shall, before allotting any shares, comply with the applicable provisions of the Company Act.

3.3 Subject to the provisions of the Company Act, the Company, or the Directors on behalf of the Company, may pay a commission or allow a discount to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any such shares, provided that, if the Company is not a specially limited company, the rate of the commission and discount shall not in the aggregate exceed 25 per centum of the amount of the subscription price of such shares. 2500 MHz MCS License Application

3.4 Except as otherwise permitted by the Company Act, no share may be issued until it is fully paid and the Company shall have received the full consideration therefor in cash, property or past services actually performed for the Company. For the purpose of this Article:

(i) the value of property or services shall be the value determined by the Directors by resolution to be, in all circumstances of the transaction, a fair market value; and

(ii) the full consideration received for a share issued by way of dividend shall be the amount declared by the Directors to be the amount of the dividend. 2500 MHz MCS License Application

PART 4

SHARE REGISTERS

4.1 The Company shall keep or cause to be kept a register of members, a register of transfers and a register of allotments within British Columbia, all as required by the Company Act, and may combine one or more of such registers. If the Company’s capital shall consist of more than one class or series of shares, a separate register of members, register of transfers and register of allotments may be kept in respect of each class or series of shares. The Directors on behalf of the Company may appoint a trust company to keep the register of members, register of transfers and register of allotments or, if there is more than one class or series of shares, the Directors may appoint a trust company, which need not be the same trust company, to keep the register of members, the register of transfers and the register of allotments for each class or series of shares. The Directors on behalf of the Company may also appoint one or more trust companies, including the trust company which keeps the said registers of its shares or of a class or series thereof, as transfer agent for its shares or such class or series thereof, as the case may be, and the same or another trust company or companies as registrar for its shares or such class or series thereof, as the case may be. The Directors may terminate the appointment of any such trust company at any time and may appoint another trust company in its place.

4.2 Unless prohibited by the Company Act, the Company may keep or cause to be kept one or more branch registers of members at such place or places as the Directors may from time to time determine.

4.3 The Company shall not at any time close its register of members.

PART 5

TRANSFER AND TRANSMISSION OF SHARES

5.1 Subject to the provisions of the Memorandum and of these Articles that may be applicable, any member may transfer any of his shares by instrument in writing executed by or on behalf of such member and delivered to the Company or its transfer agent. The instrument of transfer of any share of the Company shall be in the form, if any, on the back of the Company’s share certificates or in such other form as the Directors may from time to time approve. Except to the extent that the Company Act may otherwise provide, the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the register of members or a branch register of members in respect thereof. 2500 MHz MCS License Application

5.2 The signature of the registered owner of any shares, or of his duly authorized attorney, upon an authorized instrument of transfer shall constitute a complete and sufficient authority to the Company, its directors, officers and agents to register, in the name of the transferee as named in the instrument of transfer, the number of shares specified therein or, if no number is specified, all the shares of the registered owner represented by share certificates deposited with the instrument of transfer. If no transferee is named in the instrument of transfer, the instrument of transfer shall constitute a complete and sufficient authority to the Company, its directors, officers and agents to register, in the name of the person in whose behalf any certificate for the shares to be transferred is deposited with the Company for the purpose of having the transfer registered, the number of shares specified in the instrument of transfer or, if no number is specified, all the shares represented by all share certificates deposited with the instrument of transfer.

5.3 Neither the Company nor any Director, officer or agent thereof shall be bound to inquire into the title of the person named in the form of transfer as transferee, or, if no person is named therein as transferee, of the person on whose behalf the certificate is deposited with the Company for the purpose of having the transfer registered or be liable to any claim by such registered owner or by any intermediate owner or holder of the certificate or of any of the shares represented thereby or any interest therein for registering the transfer, and the transfer, when registered, shall confer upon the person in whose name the shares have been registered a valid title to such shares.

5.4 Every instrument of transfer shall be executed by the transferor and left at the registered office of the Company or at the office of its transfer agent or registrar for registration together with the share certificate for the shares to be transferred and such other evidence, if any, as the Directors or the transfer agent or registrar may require to prove the title of the transferor or his right to transfer the shares and the right of the transferee to have the transfer registered. All instruments of transfer where the transfer is registered shall be retained by the Company or its transfer agent or registrar and any instrument of transfer, where the transfer is not registered, shall be returned to the person depositing the same together with the share certificate which accompanied the same when tendered for registration.

5.5 There shall be paid to the Company in respect of the registration of any transfer such sum, if any, as the Directors may from time to time determine.

5.6 In the case of the death of a member, the survivor or survivors in respect of shares registered in the name of the deceased and the name of another person or other persons in joint tenancy, and the legal personal representative of the deceased in any other case, shall be the only persons recognized by the Company as having any title to his interest in the shares. Before recognizing any legal personal representative the Directors may require him to deliver to the Company the original or a Court certified copy of a grant of probate or letters of administration in British Columbia or such other evidence and documents as the Directors consider appropriate in order to establish the right of the legal personal representative to title to the interest of the deceased in the shares. 2500 MHz MCS License Application

5.7 The guardian, committee, trustee, curator, tutor, legal personal representative or trustee in bankruptcy of a member, although not a member, shall have the same rights, privileges and obligations that attach to the shares held by the member if the documents required by the Company Act shall have been deposited with the Company. This Article shall not apply on the death of a member with respect to shares registered in the name of the deceased and the name of another person or other persons in joint tenancy.

5.8 Any person becoming entitled to a share as a guardian, committee, trustee, curator, tutor, legal personal representative or trustee in bankruptcy of a member, upon such documents and evidence being deposited with the Company as the Company Act requires, or who becomes entitled to a share as a result of an order of a Court of competent jurisdiction or a statute, has the right either to be registered as a member in his representative capacity in respect of such share, or, instead of being registered himself, to make such transfer of the share as the member could have made; but the Directors shall, as regards such transfer, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the member, and such transfer shall be subject to any restrictions and provisions as to the transfer of shares as are contained in these Articles or in the Memorandum.

PART 6

ALTERATION OF CAPITAL

6.1 The Company may by ordinary resolution filed with the Registrar amend its Memorandum to increase the authorized capital of the Company by:

(i) creating shares with par value or shares without par value, or both;

(ii) increasing the number of shares with par value or shares without par value, or both; or

(iii) increasing the par value of a class of shares with par value, if no shares of that class are issued.

6.2 The Company may by special resolution filed with the Registrar alter its Memorandum to subdivide, consolidate, change from shares with par value to shares without par value, or from shares without par value to shares with par value, or change the designation of all or any of its shares but only to such extent, in such manner and with such consents of members holding a class or series of shares which is the subject of or affected by such alteration, as the Company Act provides.

6.3 The Company may alter its Memorandum or these Articles:

(i) by special resolution, to create, define and attach special rights or restrictions to any shares; and 2500 MHz MCS License Application

(ii) by special resolution and by otherwise complying with any applicable provision of its Memorandum or these Articles, to vary or abrogate any special rights and restrictions attached to any shares, and in each case by filing a certified copy of such resolution with the Registrar, but no right or special right attached to any issued shares shall be prejudiced or interfered with unless:

(iii) if the right or special right prejudiced or interfered with is attached to a class of shares, members holding shares of that class; and

(iv) if the right or special right prejudiced or interfered with is attached to a series of shares and the rights or special rights attached to that series are affected differently from those attached to another series of the same class, members holding shares of that series, consent by a separate resolution of the members of that class or series, as the case may be, passed by a majority of three-fourths of the votes cast, or by such greater majority as may be specified by the special rights and restrictions attached to the class or series of shares, as the case may be. 2500 MHz MCS License Application

6.4 Notwithstanding the foregoing provisions of this Part, no such alteration shall be valid as to any part of the issued shares of any class, or in the case of a class with more than one series, any series, unless the holders of the issued shares of such class or series not being changed either all consent thereto in writing or, at a separate class meeting or series meeting, as the case may be, consent thereto by a resolution passed by the votes of members holding in the aggregate not less than three-fourths of the shares not being changed of that class or series, as the case may be.

6.5 If the Company is or becomes a reporting company, no resolution to create, vary or abrogate any special right of conversion or exchange attaching to any shares shall be submitted to any meeting of members unless any consent thereto required to be obtained under the Company Act shall have been first obtained.

6.6 Subject to the provisions of the Company Act, unless specified otherwise in these Articles or in the special rights and restrictions attached to any class or series of shares, the provisions of these Articles relating to general meetings shall apply, with the necessary changes and so far as they are applicable, to a class meeting or series meeting of members holding a particular class or series of shares.

PART 7

PURCHASE AND REDEMPTION OF SHARES

7.1 Subject to the special rights and restrictions attached to any class or series of shares, the Company may, by a resolution of the Directors and in compliance with the Company Act, purchase any of its shares at the price and upon the terms specified in such resolution or redeem any of its shares in accordance with the special rights and restrictions attaching thereto.

No such purchase or redemption shall be made if the Company is insolvent at the time of the proposed purchase or redemption or if the proposed purchase or redemption would render the Company insolvent. Unless the shares are to be purchased through a stock exchange or the Company is purchasing the shares from dissenting members pursuant to the requirements of the Company Act or from members pursuant to an order of a Court of competent jurisdiction, or the shares are to be purchased by the Company from a bona fide employee or a bona fide former employee of the Company or of an affiliate of the Company, or his personal representative, in respect of shares beneficially owned by the employee or former employee, the Company shall make its offer to purchase pro rata to every member who holds shares of the class or series, as the case may be, to be purchased. 2500 MHz MCS License Application

7.2 If the Company proposes at its option to redeem some but not all of the shares of any class or series, the Directors may, subject to the special rights and restrictions attached to such class or series of shares, decide the manner in which the shares to be redeemed shall be selected.

7.3 Subject to the provisions of the Company Act, any shares purchased or redeemed by the Company but not cancelled may be sold, or, if cancelled, reissued by it, but, while any such shares which have not been cancelled are held by the Company, it shall not exercise any vote in respect of these shares and no dividend or other distribution shall be paid or made thereon.

PART 8

BORROWING POWERS

8.1 The Directors may from time to time on behalf of the Company:

(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit;

(ii) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; and

(iii) mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Company (both present and future). 2500 MHz MCS License Application

8.2 Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of Directors or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the Directors may determine.

8.3 The Company shall keep or cause to be kept within the Province of British Columbia in accordance with the Company Act a register of its debentures and a register of debentureholders, which registers may be combined, and, subject to the provisions of the Company Act, may keep or cause to be kept one or more branch registers of its debentureholders at such place or places as the Directors may from time to time determine and the Directors may by resolution, regulation or otherwise make such provisions as they think fit respecting the keeping of such branch registers.

8.4 Every bond, debenture or other debt obligation of the Company shall be signed manually by at least one Director or officer of the Company or by or on behalf of a trustee, registrar, branch registrar, transfer agent or branch transfer agent for the bond, debenture or other debt obligation appointed by the Company or under any instrument under which the bond, debenture or other debt obligation is issued and any additional signatures may be printed or otherwise mechanically reproduced thereon and, in such event, a bond, debenture or other debt obligation so signed is as valid as if signed manually notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such bond, debenture or other debt obligation to hold at the date of the issue thereof.

8.5 If the Company is or becomes a reporting company, the Company shall keep or cause to be kept a register of its indebtedness to every Director or officer of the Company or an associate of any of them, in accordance with the provisions of the Company Act.

PART 9

GENERAL MEETINGS

9.1 Subject to any extensions of time permitted pursuant to the Company Act, the Company shall hold an annual general meeting once in every calendar year at such time (being not more than thirteen months after the date on which the last preceding annual general meeting was held or the date on which it was deemed to have been held in accordance with Article 9.2, whichever is later) and place as may be determined by the Directors. 2500 MHz MCS License Application

9.2 If the Company is, or becomes, a company which is not a reporting company and all the members entitled to attend and vote at an annual general meeting consent in writing to all the business which is required or desired to be transacted at the meeting, the meeting shall be deemed to have been held on the date specified in the consent and it is not necessary that the meeting be held.

9.3 All general meetings other than annual general meetings are herein referred to as and may be called extraordinary general meetings.

9.4 The Directors may, whenever they think fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act.

9.5 If the Company is or becomes a reporting company, advance notice of any general meeting at which Directors are to be elected shall be published in the manner required by the Company Act.

9.6 A notice convening a general meeting specifying the place, the day, and the hour of the meeting, and, in case of special business, the general nature of that business, shall be given as provided in the Company Act and in the manner hereinafter in these Articles mentioned, or in such other manner (if any) as may be prescribed by ordinary resolution, whether previous notice thereof has been given or not, to such persons as are entitled by law or under these Articles to receive such notice from the Company. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at that meeting.

9.7 All the members of the Company entitled to attend and vote at a general meeting may, by unanimous consent in writing given before, during or after the meeting, or if they are present at the meeting by a unanimous vote, waive or reduce the period of notice of such meeting and an entry in the minute book of such waiver or reduction shall be sufficient evidence of the due convening of the meeting.

9.8 Except as otherwise provided by the Company Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by members at the registered office or records office of the Company or at some other place in British Columbia designated in the notice during usual business hours up to the date of such general meeting.

PART 10

PROCEEDINGS AT GENERAL MEETINGS 2500 MHz MCS License Application

10.1 All business shall be deemed special business which is transacted at:

(i) an extraordinary general meeting other than the conduct of and voting at such meeting; and

(ii) an annual general meeting, with the exception of the conduct of, and voting at, such meeting, the consideration of the financial statement and of the respective reports of the Directors and Auditor, fixing or changing the number of directors, the appointment of the Auditor, the fixing of the remuneration of the Auditor and such other business as by these Articles or the Company Act may be transacted at a general meeting without prior notice thereof being given to the members or any business which is brought under consideration by the report of the Directors. 2500 MHz MCS License Application

10.2 No business other than election of the chairman or the adjournment of the meeting shall be transacted at any general meeting unless a quorum of members entitled to attend and vote is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

10.3 Save as herein otherwise provided, a quorum shall be two persons present and being, or representing by proxy, members holding not less than one-twentieth of the issued shares entitled to be voted at the meeting. If there is only one member the quorum is one person present and being, or representing by proxy, such member. The Directors, the Secretary, or, in his absence, an Assistant Secretary, and the solicitor of the Company shall be entitled to attend at any general meeting but no such person shall be counted in the quorum or be entitled to vote at any general meeting unless he shall be a member or proxyholder entitled to vote thereat.

10.4 If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the person or persons present and being, or representing by proxy, a member or members entitled to attend and vote at the meeting shall be a quorum.

10.5 The Chairman of the Board, if any, or in his absence the President of the Company or in his absence a Vice-President of the Company, if any, shall be entitled to preside as chairman at every general meeting of the Company.

10.6 If at any general meeting neither the Chairman of the Board nor President nor a Vice-President is present within fifteen minutes after the time appointed for holding the meeting or is willing to act as chairman, the Directors present shall choose one of their number to be chairman or if all the Directors present decline to take the chair or shall fail to so choose or if no Director be present, the members present shall choose one of their number to be chairman.

10.7 The chairman may, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice, but not “advance notice”, of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

10.8 No motion proposed at a general meeting need be seconded and the chairman may propose or second a motion. 2500 MHz MCS License Application

10.9 Subject to the provisions of the Company Act, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chairman or demanded by at least one member entitled to vote who is present in person or by proxy. The chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the book of proceedings of the Company. A declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

10.10 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled as a member.

10.11 No poll may be demanded on the election of a chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken, as soon as, in the opinion of the chairman, is reasonably convenient, but in any event within seven days and at such time and place and in such manner as the chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn. In any dispute as to the admission or rejection of a vote the decision of the chairman made in good faith shall be final and conclusive.

10.12 Every ballot cast upon a poll and every proxy appointing a proxyholder who casts a ballot upon a poll shall be retained by the Secretary for such period and be subject to such inspection as the Company Act may provide.

10.13 On a poll a person entitled to cast more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

10.14 Unless the Company Act, the Memorandum or these Articles otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution.

PART 11

VOTES OF MEMBERS 2500 MHz MCS License Application

11.1 Subject to any special voting rights or restrictions attached to any class of shares and the restrictions on joint registered holders of shares, on a show of hands every member or his proxyholder who is present and entitled to vote at the meeting shall have one vote and on a poll every member shall have one vote for each share of which he is the registered holder and may exercise such vote either in person or by proxyholder.

11.2 Any person who is not registered as a member but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he were a member; but, unless the Directors have previously admitted his right to vote at that meeting in respect of the share, he shall satisfy the Directors of his right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which he proposes to vote.

11.3 Any corporation not being a subsidiary which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any general meeting or class or series meeting. The person so authorized shall be entitled to exercise in respect of and at such meeting the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company personally present, including, without limitation, the right, unless restricted by such resolution, to appoint a proxyholder to represent such corporation, and shall be counted for the purpose of forming a quorum if present at the meeting. Evidence of the appointment of any such representative may be sent to the Company by written instrument, facsimile or any method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation being a member may appoint a proxyholder.

11.4 In the case of joint registered holders of a share the vote of the senior who exercises a vote, whether in person or by proxyholder, shall be accepted to the exclusion of the votes of the other joint registered holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members. Several legal personal representatives of a member whose shares are registered in his sole name shall for the purpose of this Article be deemed joint registered holders.

11.5 A member of unsound mind entitled to attend and vote, in respect of whom an order has been made by any court having jurisdiction, may vote, whether on a show of hands or on a poll, by his committee, curator bonis, or other person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis, or other person may appoint a proxyholder.

11.6 A member holding more than one share in respect of which he is entitled to vote shall be entitled to appoint one or more (but in the case of a company that is not a reporting company, not more than five) proxyholders to attend, act and vote for him on the same occasion. If such a member should appoint more than one proxyholder for the same occasion he shall specify the number of shares each proxyholder shall be entitled to vote. A member may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder. 2500 MHz MCS License Application

11.7 A form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a member of the Company if:

(i) the Company is at the time a reporting company, or

(ii) the member appointing the proxyholder is a corporation, or

(iii) the Company shall have at the time only one member, or

(iv) the persons present in person or by proxy and entitled to vote at the meeting by resolution permit the proxyholder to attend and vote; for the purpose of such resolution the proxyholder shall be counted in the quorum but shall not be entitled to vote, and in all other cases a proxyholder must be a member. 2500 MHz MCS License Application

11.8 A form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) or such lesser period as the Directors may from time to time determine before the time for holding the meeting in respect of which the person named in the instrument is appointed. In addition to any other method of depositing proxies provided for in these Articles, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at any place or places and fixing the time or times for depositing the proxies, which time or times, if the Company is or becomes a reporting company, shall not exceed 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of members, and providing for particulars of such proxies to be sent to the Company or any agent of the Company in writing or by letter, facsimile or any method of transmitting legibly recorded messages so as to arrive before the commencement of the meeting or adjourned meeting at the office of the Company or of any agent of the Company appointed for the purpose of receiving such particulars and providing that proxies so deposited may be acted upon as though the proxies themselves were deposited as required by this Part and votes given in accordance with such regulations shall be valid and shall be counted.

11.9 Unless the Company Act or any other statute or law which is applicable to the Company or to any class of its shares requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the Directors or the chairman of the meeting shall approve:

(NAME OF COMPANY)

The undersigned, being a member of the above named Company, hereby appoints ______or failing him ______as proxyholder for the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the Company to be held on the ______day of ______and at any adjournment thereof.

Signed this ______day of ______, 19___.

(Signature of member). 2500 MHz MCS License Application

11.10 A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the member giving the proxy or the revocation of the proxy or of the authority under which the form of proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no notification in writing of such death, incapacity, revocation or transfer shall have been received at the registered office of the Company or by the chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken.

11.11 Every proxy may be revoked by an instrument in writing:

(i) executed by the member giving the same or by his attorney authorized in writing or, where the member is a corporation, by a duly authorized officer or attorney of the corporation; and

(ii) delivered either at the registered office of the Company at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used, or to the chairman of the meeting on the day of the meeting or any adjournment thereof, before any vote in respect of which the proxy is to be used shall have been taken or in any other manner provided by law. 2500 MHz MCS License Application

PART 12

DIRECTORS

12.1 The Directors of the Company shall be the directors as set out in the Instrument of Continuance. The Directors to succeed the Directors as set out in the Instrument of Continuance , shall be elected by the members entitled to vote on the election of Directors. The number of Directors shall be the same as the number of Directors so appointed or elected or the number in effect upon these articles becoming effective. The number of Directors, excluding additional Directors, may be fixed or changed from time to time by ordinary resolution, whether previous notice thereof has been given or not, but notwithstanding anything contained in these Articles the number of Directors shall never be less than one or, if the Company is or becomes a reporting company, less than three.

12.2 The remuneration of the Directors as such may from time to time be determined by the Directors or, if the Directors shall so decide by the members. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a Director. The Directors shall be repaid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any Director shall perform any professional or other services for the Company that in the opinion of the Directors are outside the ordinary duties of a Director or shall otherwise be specially occupied in or about the Company’s business, he may be paid a remuneration to be fixed by the Board, or, at the option of such Director, by the Company in general meeting, and such remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive. The Directors on behalf of the Company, unless otherwise determined by ordinary resolution, may pay a gratuity or pension or allowance on retirement to any Director who has held any salaried office or place of profit with the Company or to his spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

12.3 A Director shall not be required to hold a share in the capital of the Company as qualification for his office but shall be qualified as required by the Company Act, to become or act as a Director.

PART 13

ELECTION AND REMOVAL OF DIRECTORS 2500 MHz MCS License Application

13.1 At each annual general meeting of the Company all the Directors shall retire and the members entitled to vote thereat shall elect a Board of Directors consisting of the number of Directors for the time being fixed pursuant to these Articles. If the Company is, or becomes, a company that is not a reporting company and the business to be transacted at any annual general meeting is consented to in writing by all the members who are entitled to attend and vote thereat such annual general meeting shall be deemed for the purpose of this Part to have been held on such written consent becoming effective.

13.2 A retiring Director shall be eligible for re-election.

13.3 Where the Company fails to hold an annual general meeting in accordance with the Company Act, the Directors then in office shall be deemed to have been elected or appointed as Directors on the last day on which the annual general meeting could have been held pursuant to these Articles and they may hold office until other Directors are appointed or elected or until the day on which the next annual general meeting is held.

13.4 If at any general meeting at which there should be an election of Directors, the places of any of the retiring Directors are not filled by such election, such of the retiring Directors who are not re-elected as may be requested by the newly-elected Directors shall, if willing to do so, continue in office to complete the number of Directors for the time being fixed pursuant to these Articles until further new Directors are elected at a general meeting convened for the purpose. If any such election or continuance of Directors results in the election or continuance of less than the number of Directors for the time being fixed pursuant to these Articles such number shall be fixed at the number of Directors actually elected or continued in office. If in any election at any such meeting more nominees than there are vacancies in the Board each receive an excess of affirmative over negative votes, there shall be elected as Directors those nominees having the largest number of affirmative votes sufficient to fill such vacancies.

13.5 Any casual vacancy occurring in the Board of Directors may be filled by the remaining Directors or Director.

13.6 Between annual general meetings, the Directors shall have power to appoint one or more additional Directors, but the number of additional Directors so appointed shall not at any time exceed one-third of the number of Directors elected or appointed at the last annual general meeting at which Directors were elected or appointed. Any Director so appointed shall hold office only until the next following annual general meeting of the Company, but shall be eligible for election at such meeting and so long as he is an additional Director the number of Directors shall be increased accordingly. 2500 MHz MCS License Application

13.7 Any Director may by instrument in writing delivered to the Company appoint any person to be his alternate to act in his place at meetings of the Directors at which he is not present unless, if such person is not a Director, the Directors shall have reasonably disapproved his appointment as an alternate Director and shall have given notice to that effect to the Director making such appointment within a reasonable time after delivery of such instrument to the Company. Every such alternate Director shall be entitled to notice of meetings of the Directors and to attend and vote as a Director at a meeting at which the person appointing him is not personally present, and, if he is a Director, to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time by instrument, facsimile or any method of transmitting legibly recorded messages delivered to the Company revoke the appointment of an alternate Director appointed by him. An alternate Director as such shall not be entitled to any remuneration from the Company.

13.8 The office of Director shall be vacated if the Director:

(i) resigns his office by notice in writing delivered to the registered office of the Company; or

(ii) is convicted of an indictable offence and the other Directors shall have resolved to remove him; or

(iii) ceases to be qualified to act as a Director pursuant to the Company Act. 2500 MHz MCS License Application

13.9 The Company may by special resolution remove any Director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead.

PART 14

POWERS AND DUTIES OF DIRECTORS

14.1 The Directors shall manage, or supervise the management of, the affairs and business of the Company and shall have the authority to exercise all such powers of the Company as are not, by the Company Act or by the Memorandum or these Articles, required to be exercised by the Company in general meeting, subject, nevertheless, to these Articles and all laws affecting the Company and to any regulations, not inconsistent with these Articles, made from time to time by ordinary resolution, but no such regulation shall invalidate any prior valid act of the Directors.

14.2 The Directors may from time to time by power of attorney or other instrument under the seal, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles and excepting the powers of the Directors relating to the constitution of the Board and of any of its committees and the appointment or removal of officers and the power to declare dividends) and for such period, with such remuneration and subject to such conditions as the Directors may think fit, and any such appointment may be made in favour of any of the Directors, officers or members of the Company or in favour of any corporation, or of any of the shareholders, directors, officers, nominees or managers of any corporation, firm or joint venture and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the Directors think fit. Any such attorney may be authorized by the Directors to subdelegate all or any of the powers, authorities and discretions for the time being vested in him.

PART 15

DISCLOSURE OF INTEREST OF DIRECTORS

15.1

(a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company shall disclose the nature and extent of his interest in accordance with the provisions of the Company Act.

(b) (a) A Director who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created in conflict with his duty or interest as a Director, shall declare the fact, and 2500 MHz MCS License Application the nature and extent of the conflict or potential conflict in accordance with the provisions of the Company Act. 2500 MHz MCS License Application

15.2 A Director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so his vote shall not be counted, but he shall be counted in the quorum present at the meeting at which such vote is taken. This Article and Article 15.1(a) shall not apply in those circumstances where a Director is, under the provisions of the Company Act, deemed not to be interested in a proposed contract or transaction. The Company, by special resolution, may from time to time suspend the application of this Article and Article 15.1(a) to any extent permitted by the Company Act.

15.3 A Director may hold any office or place of profit with the Company (other than the office of Auditor of the Company) in conjunction with his office of Director for such period and on such terms (as to remuneration or otherwise) as the Directors may determine and no Director or intended Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Company Act, no contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof.

15.4 Subject to compliance with the provisions of the Company Act, a Director or any corporation or firm in which he has an interest may act in a professional capacity for the Company (except as Auditor of the Company) and he or such corporation or firm shall be entitled to remuneration for professional services as if he were not a Director.

15.5 A Director may be or become a director or other officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Company Act, such Director shall not be accountable to the Company for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other corporation or firm.

PART 16

PROCEEDINGS OF DIRECTORS

16.1 The Chairman of the Board, if any, or in his absence, the President shall preside as chairman at every meeting of the Directors, or if there is no Chairman of the Board or neither the Chairman of the Board nor the President is present within fifteen minutes of the time appointed for holding the meeting or is willing to act as chairman, or, if the Chairman of the Board, if any, and the President have advised the Secretary that they will not be present at the meeting, the Directors present shall choose one of their number to be chairman of the meeting. 2500 MHz MCS License Application

16.2 The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by majority of votes. In case of an equality of votes the chairman shall not have a second or casting vote. Meetings of the Board held at regular intervals may be held at such place, or such time and upon such notice (if any) as the Board may by resolution from time to time determine.

16.3 A Director may participate in a meeting of the Board or of any committee of the Directors by means of conference telephones or other communications facilities by means of which all Directors participating in the meeting can hear and speak to each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Article shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat.

16.4 A Director may, and the Secretary or an Assistant Secretary upon request of a Director shall, call a meeting of the Board at any time. Reasonable notice of such meeting specifying the place, day and hour of such meeting shall be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his address as it appears on the books of the Company or by leaving it at his usual business or residential address or by telephone, facsimile or any method of transmitting legibly recorded messages. It shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director if such meeting is to be held immediately following a general meeting at which such Director shall have been elected or is the meeting of Directors at which such Director is appointed. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any Director or alternate Director shall not invalidate the proceedings at that meeting.

16.5 Any Director of the Company may file with the Secretary a document executed by him waiving notice of any past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw such waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until such waiver is withdrawn no notice need be given to such Director and, unless the Director otherwise requires in writing to the Secretary, to his alternate Director of any meeting of Directors and all meetings of the Directors so held shall be deemed not to be improperly called or constituted by reason of notice not having been given to such Director or alternate Director.

16.6 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed shall be two Directors or, if the number of Directors is fixed at one, shall be one Director. 2500 MHz MCS License Application

16.7 The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of directors to that number, or for summoning a general meeting of the Company, but for no other purpose.

16.8 Subject to the provisions of the Company Act, all acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such Directors or of the members of such committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a Director.

16.9 A resolution consented to in writing, whether by document, facsimile or any method of transmitting legibly recorded messages, by all of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the Directors and shall be effective on the date stated thereon or on the latest date stated on any counterpart.

PART 17

EXECUTIVE AND OTHER COMMITTEES

17.1 The Directors may by resolution appoint an Executive Committee to consist of such member or members of their body as they think fit, which Committee shall have, and may exercise during the intervals between the meetings of the Board, all the powers vested in the Board except the power to fill vacancies in the Board, the power to change the membership of, or fill vacancies in, said Committee or any other committee of the Board and such other powers, if any, as may be specified in the resolution. The said Committee shall keep regular minutes of its transactions and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board of Directors at such times as the Board of Directors may from time to time require. The Board shall have the power at any time to revoke or override the authority given to or acts done by the Executive Committee except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of such Committee and to fill vacancies in it. The Executive Committee may make rules for the conduct of its business and may appoint such assistants as it may deem necessary. A majority of the members of said Committee shall constitute a quorum thereof. 2500 MHz MCS License Application

17.2 The Directors may by resolution appoint one or more committees consisting of such member or members of their body as they think fit and may delegate to any such committee between meetings of the Board such powers of the Board (except the power to fill vacancies in the Board and the power to change the membership of or fill vacancies in any committee of the Board and the power to appoint or remove officers appointed by the Board) subject to such conditions as may be prescribed in such resolution, and all committees so appointed shall keep regular minutes of their transactions and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board of Directors at such times as the Board of Directors may from time to time require. The Directors shall also have power at any time to revoke or override any authority given to or acts to be done by any such committees except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of a committee and to fill vacancies in it. Committees may make rules for the conduct of their business and may appoint such assistants as they may deem necessary. A majority of the members of a committee shall constitute a quorum thereof.

17.3 The Executive Committee and any other committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members of the committee present, and in case of an equality of votes the chairman shall not have a second or casting vote. A resolution consented to in writing, whether by document, facsimile or any method of transmitting legibly recorded messages, by all the members of the Executive Committee or any other committee shall be as valid and effective as if it had been passed at a meeting of such Committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.

PART 18

OFFICERS

18.1 The Directors shall, from time to time, appoint a President and a Secretary and such other officers, if any, as the Directors shall determine and the Directors may, at any time, terminate any such appointment. No officer shall be appointed unless he is qualified in accordance with the provisions of the Company Act. 2500 MHz MCS License Application

18.2 One person may hold more than one of such offices except that the offices of President and Secretary must be held by different persons unless the Company has only one member. Any person appointed as the Chairman of the Board, the President or the Managing Director shall be a Director. The other officers need not be Directors. The remuneration of the officers of the Company as such and the terms and conditions of their tenure of office or employment shall from time to time be determined by the Directors; such remuneration may be by way of salary, fees, wages, commission or participation in profits or any other means or all of these modes and an officer may in addition to such remuneration be entitled to receive after he ceases to hold such office or leaves the employment of the Company a pension or gratuity. The Directors may decide what functions and duties each officer shall perform and may entrust to and confer upon him any of the powers exercisable by them upon such terms and conditions and with such restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of such functions, duties and powers. The Secretary shall, inter alia, perform the functions of the Secretary specified in the Company Act.

18.3 Every officer of the Company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as an officer of the Company shall, in writing, disclose to the President the fact and the nature and extent of the conflict. 2500 MHz MCS License Application

PART 19

INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

19.1 Subject to the provisions of the Company Act, the Directors shall cause the Company to indemnify a Director or former Director of the Company and the Directors may cause the Company to indemnify a director or former director of a corporation of which the Company is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is or they are made a party by reason of his being or having been a Director of the Company or a director of such corporation, including any action brought by the Company or any such corporation. Each Director of the Company on being elected or appointed shall be deemed to have contracted with the Company on the terms of the foregoing indemnity.

19.2 Subject to the provisions of the Company Act, the Directors may cause the Company to indemnify any officer, employee or agent of the Company or of a corporation of which the Company is or was a shareholder (notwithstanding that he is also a Director) and his heirs and personal representatives against all costs, charges and expenses whatsoever incurred by him or them and resulting from his acting as an officer, employee or agent of the Company or such corporation. In addition the Company shall indemnify the Secretary or an Assistant Secretary of the Company (if he shall not be a full time employee of the Company and notwithstanding that he is also a Director) and his respective heirs and legal representatives against all costs, charges and expenses whatsoever incurred by him or them and arising out of the functions assigned to the Secretary by the Company Act or these Articles and each such Secretary and Assistant Secretary shall on being appointed be deemed to have contracted with the Company on the terms of the foregoing indemnity.

19.3 The failure of a Director or officer of the Company to comply with the provisions of the Company Act or of the Memorandum or these Articles shall not invalidate any indemnity to which he is entitled under this Part.

19.4 The Directors may cause the Company to purchase and maintain insurance for the benefit of any person who is or was serving as a Director, officer, employee or agent of the Company or as a director, officer, employee or agent of any corporation of which the Company is or was a shareholder and his heirs or personal representatives against any liability incurred by him as such Director, director, officer, employee or agent.

PART 20

DIVIDENDS AND RESERVE 2500 MHz MCS License Application

20.1 The Directors may from time to time declare and authorize payment of such dividends, if any, as they may deem advisable and need not give notice of such declaration to any member. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the Directors as to the amount of such funds or assets available for dividends shall be conclusive. The Company may pay any such dividend wholly or in part by the distribution of specific assets and in particular by paid up shares, bonds, debentures or other securities of the Company or any other corporation or in any one or more such ways as may be authorized by the Company or the Directors and where any difficulty arises with regard to such a distribution the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments in substitution for all or any part of the specific assets to which any members are entitled shall be made to any members on the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees for the persons entitled to the dividend as may seem expedient to the Directors.

20.2 Any dividend declared on shares of any class or series by the Directors may be made payable on such date as is fixed by the Directors.

20.3 Subject to the rights of members (if any) holding shares with special rights as to dividends, all dividends on shares of any class or series shall be declared and paid according to the number of such shares held.

20.4 The Directors may, before declaring any dividend, set aside out of the funds properly available for the payment of dividends such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which such funds of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit. The Directors may also, without placing the same in reserve, carry forward such funds, which they think prudent not to divide.

20.5 If several persons are registered as joint holders of any share, any one of them may give an effective receipt for any dividend, bonuses or other moneys payable in respect of the share.

20.6 No dividend shall bear interest against the Company. Where the dividend to which a member is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full. 2500 MHz MCS License Application

20.7 Any dividend, bonuses or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register, or to such person and to such address as the holder or joint holders may direct in writing. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The mailing of such cheque or warrant shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted) discharge all liability for the dividend, unless such cheque or warrant shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority.

20.8 Notwithstanding anything contained in these Articles, the Directors may from time to time capitalize any undistributed surplus on hand of the Company and may from time to time issue as fully paid and non-assessable any unissued shares, or any bonds, debentures or debt obligations of the Company as a dividend representing such undistributed surplus on hand or any part thereof.

PART 21

DOCUMENTS, RECORDS AND REPORTS

21.1 The Company shall keep at its records office or at such other place as the Company Act may permit, the documents, copies, registers, minutes, and records which the Company is required by the Company Act to keep at its records office or such other place, as the case may be.

21.2 The Company shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Company in order properly to record the financial affairs and conditions of the Company and to comply with the Company Act.

21.3 Unless the Directors determine otherwise, or unless otherwise determined by an ordinary resolution, no member of the Company shall be entitled to inspect the accounting records of the Company.

21.4 The Directors shall from time to time at the expense of the Company cause to be prepared and laid before the Company in general meeting such financial statements and reports as are required by the Company Act.

21.5 Every member shall be entitled to be furnished once gratis on demand with a copy of the latest annual financial statement of the Company and, if so required by the Company Act, a copy of each such annual financial statement and interim financial statement shall be mailed to each member. 2500 MHz MCS License Application

PART 22

NOTICES

22.1 A notice, statement or report may be given or delivered by the Company to any member either by delivery to him personally or by sending it by mail to him to his address as recorded in the register of members. Where a notice, statement or report is sent by mail, service or delivery of the notice, statement or report shall be deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report and to have been given on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A certificate signed by the Secretary or other officer of the Company or of any other corporation acting in that behalf for the Company that the letter, envelope or wrapper containing the notice, statement or report was so addressed, prepaid and mailed shall be conclusive evidence thereof.

22.2 A notice, statement or report may be given or delivered by the Company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.

22.3 A notice, statement or report may be given or delivered by the Company to any person entitled to a share as a guardian, committee, trustee, curator, tutor, legal personal representative or trustee in bankruptcy of a member by sending it through the mail prepaid addressed to such person by name or by the title of the representative of the member or by any like description, at the address (if any) supplied to the Company for the purpose by the person claiming to be so entitled, or (until such address has been so supplied) by giving the notice in a manner in which the same might have been given to the member.

22.4 Notice of every general meeting or meeting of members holding a class or series of shares shall be given in a manner hereinbefore authorized to every member holding at the time of the issue of the notice or the date fixed for determining the members entitled to such notice, whichever is the earlier, shares which confer the right to notice of and to attend and vote at any such meeting. No other person except the Auditor of the Company and the Directors of the Company shall be entitled to receive notice of any such meeting.

PART 23

RECORD DATES 2500 MHz MCS License Application

23.1 The Directors may fix in advance a date, which shall not be more than the maximum number of days permitted by the Company Act preceding the date of any meeting of members or any class or series thereof or of the payment of any dividend or of the proposed taking of any other proper action requiring the determination of members, as the record date for the determination of the members entitled to notice of, or to attend and vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or for any other proper purpose and, in such case, notwithstanding anything elsewhere contained in these Articles, only members of record on the date so fixed shall be deemed to be members for the purposes aforesaid.

23.2 Where no record date is so fixed for the determination of members as provided in the preceding Article the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, shall be the record date for such determination.

PART 24

SEAL

24.1 The Directors may provide a seal for the Company and, if they do so, shall provide for the safe custody of the seal which shall not be affixed to any instrument except in the presence of the following persons, namely:

(i) any two Directors; or

(ii) one of the Chairman of the Board, the President, the Managing Director, a Director and a Vice-President together with one of the Secretary, the Treasurer, the Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer and an Assistant Secretary- Treasurer; or

(iii) if the Company shall have only one member, the President or the Secretary; or

(iv) such person or persons as the Directors may from time to time by resolution appoint and the said Directors, officers, person or persons in whose presence the seal is so affixed to an instrument shall sign such instrument. For the purpose of certifying under seal true copies of any document or resolution the seal may be affixed in the presence of any one of the foregoing persons.

24.2 To enable the seal of the Company to be affixed to any bonds, debentures, share certificates, or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the Directors or officers of the Company are, in accordance with the Company Act and/or these Articles, printed or otherwise mechanically reproduced there may be delivered to the firm or company employed to 2500 MHz MCS License Application engrave, lithograph or print such definitive or interim bonds, debentures, share certificates or other securities one or more unmounted dies reproducing the Company’s seal and the Chairman of the Board, the President, the Managing Director or a Vice- President and the Secretary, Treasurer, Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer or an Assistant Secretary-Treasurer may by a document authorize such firm or company to cause the Company’s seal to be affixed to such definitive or interim bonds, debentures, share certificates or other securities by the use of such dies. Bonds, debentures, share certificates or other securities to which the Company’s seal has been so affixed shall for all purposes be deemed to be under and to bear the Company’s seal lawfully affixed thereto.

24.3 The Company may have for use in any other province, state, territory or country an official seal which shall have on its face the name of the province, state, territory or country where it is to be used and all of the powers conferred by the Company Act with respect thereto may be exercised by the Directors or by a duly authorized agent of the Company.

PART 25

PROHIBITIONS

25.1 The number of members shall be limited to fifteen.

25.2 No shares, securities or debt obligations issued by the Company shall be offered for sale to the public.

25.3 No shares shall be transferred without the previous consent of the Directors expressed by a resolution of the Board and the Directors shall not be required to give any reason for refusing to consent to any such proposed transfer.

PART 26

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE COMMON SHARES WITHOUT PAR VALUE

26.1 VOTING

The holders of the common shares without par value (the “Common shares”) shall be entitled to receive notice of and to attend and vote at all meetings of the members of the Company and each common share shall confer the right to one vote in person or by proxy at all meetings of the members of the Company, other than meetings of the holders of any other class of shares of the Company. 2500 MHz MCS License Application

26.2 DIVIDENDS

Subject to the rights of the holders of the preferred shares without par value (the “Preferred shares”), the holders of the Common shares shall in each year, in the discretion of the Directors, be entitled out of monies lawfully available for dividends to dividends in such amounts as may be determined in the absolute discretion of the Directors from time to time.

26.3 LIQUIDATION, DISSOLUTION OR WINDING-UP

Subject to the rights of the holders of the Preferred shares, in the event of liquidation, dissolution or winding-up of the Company whether voluntary or involuntary, or any other distribution of the assets of the Company among its members for the purposes of winding up its affairs, the remaining property and assets of the company shall be distributed rateably to the holders of the Common Shares.

PART 27

SPECIAL RIGHTS AND RESTRICTIONS ATTACHING

TO THE PREFERRED SHARES WITHOUT PAR VALUE

27.1 The Preferred shares without par value may, upon compliance with the applicable provisions of the British Columbia Company Act (the “Company Act”), be issued at any time and from time to time in one or more series.

27.2 The Directors may, by resolution duly passed before the issuance of Preferred shares of any series, alter the Memorandum to fix the number of Preferred shares in and to determine the designation of the Preferred shares of each series and alter the Memorandum or the Articles to create, define and attach special rights and restrictions to the Preferred shares of each series, subject to the special rights and restrictions attached to all Preferred shares and subject to the provisions of the Company Act.

27.3 The Preferred shares of any series may have attached thereto such special rights and restrictions as may be determined by Directors’ resolution with respect to each series including (as examples only), without in any way limiting the generality of the foregoing, special rights and restrictions concerning 2500 MHz MCS License Application

(i) the rate or amount of dividends, whether cumulative or non-cumulative, the currency or currencies of payment, the date or dates and place or places of payment and the date or dates from which such dividends are to accrue,

(ii) the right to receive notice of or to attend or to vote at any meeting of members of the company,

(iii) the right to convert or exchange Preferred shares of that series into Common shares or other shares, bonds, debentures, securities, or otherwise,

(iv) the right of the Company to redeem or to purchase Preferred shares of that series and the amount to be payable on redemption or purchase,

(v) obligations with respect to sinking funds or funds for purchase or redemption of Preferred shares of that series, rights of retraction or share purchase plans,

(vi) restrictions upon the payment of dividends on, or retirement of, any other shares of the Company or of any subsidiary of the Company,

(vii) restrictions upon the redemption or purchase of any other shares of the Company or of any subsidiary of the Company,

(viii) the exercise by the Company of any election open to it to make any payments of corporation, income or other taxes,

(ix) the subdivision, consolidation or reclassification of any shares of the Company,

(x) restrictions upon borrowing by the Company or by any subsidiary of the Company, or the issue by the Company of any preferred shares in addition to the Preferred shares of any series at any time outstanding,

(xi) restrictions upon the reduction of capital by the Company or by any subsidiary of the Company,

(xii) restrictions upon the retirement of notes, bonds or debentures or other indebtedness of the Company or of any subsidiary of the Company,

(xiii) limitations or restrictions upon or regulations concerning the conduct of the business of the Company or the investment of its funds,

(xiv) the holding of meetings of the holders of the Preferred shares of any series

(xv) restrictions upon the creation or issuance of any other shares or securities of the Company. 2500 MHz MCS License Application

27.4 When any fixed cumulative dividends or amounts payable on return of capital are not paid in full, the Preferred shares of all series shall participate rateably in respect of such dividends including accumulations, if any, in accordance with the sums which would be payable on the Preferred shares if all such dividends were declared and paid in full, and on any return of capital in accordance with the sums which would be payable on such return of capital if all such sums so payable were paid in full.

27.5 The Preferred shares shall be entitled to preference over the Common shares of the Company with respect to the payment of dividends and may also be given such other preferences over the Common shares of the Company as may be fixed by the Directors of the Company as to the respective series authorized to be issued.

27.6 In the event of liquidation, dissolution or winding-up of the Company or any other distribution of assets of the Company among its members for the purpose of winding-up its affairs, the holders of the Preferred shares shall be entitled to receive the amount paid up on such shares before any amount shall be paid or any property or assets of the Company distributed to the holders of the Common shares.

27.7 The Preferred shares of each series shall rank on a parity with the Preferred shares of every other series with respect to priority in payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of the Company whether voluntary or involuntary.

27.8 No dividends shall at any time be declared or paid on or set apart for payment on the Common shares of the Company unless all dividends up to and including the dividend, if any, payable for the last completed period for which such dividends shall be payable on each series of Preferred shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such declaration or payment or setting apart for payment on such Common shares of the Company nor shall the Company call for redemption or redeem or purchase for cancellation or reduce or otherwise pay off any of the Preferred shares (less than the total amount then outstanding) or Common shares unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each series of the Preferred shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such call for redemption, purchase, reduction or other payment off.

27.9 The provisions of clauses 27.1 to 27.8 hereof inclusive, the provisions of this clause and the provisions of clause 27.10. hereof may be repealed, altered, modified, amended or amplified only with the approval of all the holders of the Preferred shares given as hereinafter specified in addition to any other approval required by the Company Act.

27.10 The approval of holders of the Preferred shares as to any and all matters referred to herein may be given by resolution in writing signed by all the holders of Preferred 2500 MHz MCS License Application shares or by resolution passed at a meeting of holders of Preferred shares duly called and held upon at least 21 days’ notice at which the holders of at least a majority of the outstanding Preferred shares are present or represented by proxy and carried by the affirmative vote of the holders of not less than 75% of the Preferred shares represented and voted at such meeting cast on a poll, in addition to such other vote (including the vote of other classes of members) as may be required by the Company Act. If at any such meeting the holders of a majority of the outstanding Preferred shares are not present or represented by proxy within half an hour after the time appointed for the meeting, then the meeting shall be adjourned to such date being not less than 21 days later and to such time and place as may be appointed by the chairman and at least 14 days’ notice shall be given of such adjourned meeting but it shall not be necessary in such notice to specify the purpose for which the meeting was originally called. At such adjourned meeting the holders of Preferred shares present or represented by proxy may transact the business for which the meeting was originally convened and a resolution passed thereat by the affirmative votes of the holders of not less than 75% of the Preferred shares represented and voted at such adjourned meeting cast on a poll shall constitute the approval of the holders of Preferred shares referred to above. The formalities to be observed with respect to the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed in the articles of the Company with respect to meetings of members. On every poll taken at every such meeting or adjourned meeting every holder of Preferred shares shall be entitled to one vote in respect of each Preferred share held. 2500 MHz MCS License Application

PART 28

SPECIAL RIGHTS AND RESTRICTIONS

ATTACHING TO THE SERIES 1PREFERRED SHARES WITHOUT PAR VALUE

28.1 DIVIDENDS

The holders of the Series 1 Preferred shares without par value (hereinafter called the “Series 1 Preferred shares”) shall be entitled to receive and the Company shall pay thereon as and when declared by the Board of Directors of the Company out of the moneys of the Company properly applicable to the payment of dividends, fixed cumulative preferential cash dividends at the rate of eight and one-half percentum (8½%) on the amount paid up thereon payable annually on the 15th day of December in each year. Dividends shall accrue from the date of issue of the Series 1 Preferred shares from time to time and shall be deemed to be accruing from day to day and the annual dividend to be paid on each of the annual dividend payment dates shall be deemed to include the dividend accruing for that day. Cheques of the Company payable at par at any branch of the Company’s bankers for the time being in Canada shall be issued in respect of such dividends and payment thereof shall satisfy such dividends. If on any dividend payment date the dividends payable on such date are not paid in full on the Series 1 Preferred shares then issued and outstanding, such dividends or the unpaid portion thereof shall be paid before any dividends are paid to the holders of the common shares without par value (hereinafter called the “Common shares”). The holders of the Series 1 Preferred shares shall not be entitled to any dividends other than or in excess of the cash dividends hereinbefore provided.

28.2 REDEMPTION

28.2.1 Redemption at Company’s Option

The Company shall have the right, at its option, to redeem at any time all of the Series 1 Preferred shares then outstanding or from time to time any part of such Series 1 Preferred shares, in each case, at the redemption price specified in paragraph 28.2.3, provided, that all dividends accrued on the outstanding Series 1 Preferred shares from their date of issue to and including the end of the last completed dividend period before the date fixed for such redemption have been paid in full.

28.2.2 Redemption Pro Rata 2500 MHz MCS License Application

If less than all of the outstanding Series 1 Preferred shares are to be redeemed at any time and such shares are held by more than one registered holder, the Series 1 Preferred shares to be redeemed shall be selected as nearly as may be on a pro rata basis (disregarding fractions of shares) according to the number of Series 1 Preferred shares registered in the name of each holder.

28.2.3 Redemption Price

The redemption price at which any Series 1 Preferred share is redeemable pursuant to this paragraph 28.2 shall be the aggregate of (a) the amount paid up thereon and (b) all unpaid dividends accrued thereon to and excluding the date fixed for redemption.

For the purpose of calculating the part referred to in the foregoing clause (b) of the redemption price of any Series 1 Preferred share (i) the period from and including the regular dividend payment date next preceding the date fixed for the redemption of such shares (or, prior to the first regular dividend payment date, the date of issue of such shares) to and excluding the said date fixed for redemption shall be deemed to be a dividend period and (ii) the said date fixed for redemption shall be deemed to be a dividend payment date.

28.2.4 Redemption Subject to Applicable Law

If on any date fixed (whether by the terms hereof or by any notice of redemption) for the redemption of any Series 1 Preferred shares, the redemption of all of such Series 1 Preferred shares would be contrary to applicable law, the Company shall redeem on that date the maximum whole number, if any, of such Series 1 Preferred shares which the Company is then permitted by applicable law to redeem and, on each dividend payment date thereafter, the maximum whole number, if any, of the then unredeemed portion of such Series 1 Preferred shares which the Company is then permitted by applicable law to redeem.

28.2.5 Notice of Redemption

The Company shall give notice of any redemption to each holder of Series 1 Preferred shares by delivering the same to such holder not less then 30 days prior to the date fixed for redemption. Such notice shall specify the provision hereof under which such redemption shall be effected, the date fixed for redemption, the place in the City of Vancouver, Series 1 Preferred shares to be redeemed, to the extent permitted by applicable law, redeem such Series 1 Preferred shares by paying to the holder the retraction price therefor.

28.3.5 Effect of Payment

Upon payment of the retraction price of the Series 1 preferred shares so redeemed by the Company, the holders thereof shall cease to be entitled to dividends or to exercise any rights of holders in respect thereof. 2500 MHz MCS License Application

28.3.6 Retraction Subject to Applicable Law

If the redemption by the Company on any retraction date of all Series 1 Preferred shares tendered for retraction on such date would be contrary to applicable law, the Company shall be obligated to redeem only the maximum number of whole shares which the Company determines it is then permitted to redeem, such redemptions to be made pro rata (disregarding fractions of shares) according to the number of Series 1 Preferred shares required by each such holder to be redeemed by the Company and the Company shall issue new certificates representing the Series 1 Preferred shares not redeemed by the Company and the Company shall redeem in the manner contemplated by paragraph 28.2.4 on each dividend payment date thereafter the maximum number of such Series 1 Preferred shares as would then be not contrary to applicable law.

28.3.7 Cancellation of Shares

Series 1 Preferred shares redeemed by the Company shall be cancelled and not be re-issued.

28.4. RANKING

28.4.1 Ranking

The Series 1 Preferred shares shall rank prior to the Common shares with respect to the payment of dividends and repayment of capital on liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its members for the purpose of winding-up its affairs.

28.4.2 Creation and Issue of Shares

Without the approval of the holders of the Series 1 Preferred shares given in accordance with the terms hereof, the Company shall not create or issue any shares ranking prior to or on a parity with the Series 1 Preferred shares.

28.5. VOTING SHARES 2500 MHz MCS License Application

The holders of the Series 1 Preferred shares, as such, shall not be entitled (except as herein specifically provided) to receive notice of or to attend any meeting of the members of the Company and shall not be entitled to any vote at any such meeting.

28.6. LIQUIDATION, DISSOLUTION OR WINDING-UP

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its members for the purpose of winding-up its affairs, the holders of the Series 1 Preferred shares shall be entitled to receive an amount equal to the amount paid up on such Series 1 Preferred shares plus all unpaid dividends accrued to and excluding the date of the distribution, the whole being paid before any amount is paid or any assets of the Company are distributed to the holders of the Common shares of the Company. Upon payment of the amounts so payable to them, the holders of Series 1 Preferred shares shall not be entitled to share in any further distribution of assets of the Company.

28.7. MODIFICATION

The provisions attaching to the Series 1 Preferred shares may at any time be deleted, varied, modified, amended or amplified with the prior approval of the holders thereof given in accordance with paragraph 28.8.

28.8. APPROVAL OF HOLDERS OF SERIES 1 PREFERRED SHARES

Any approval required or permitted to be given by the holders of the Series 1 preferred shares with respect to any and all matters referred to herein shall be deemed to have been sufficiently given if it shall have been given by resolution passed by the holders of at least seventy-five percentum (75%) of the Series 1 Preferred shares represented and voted on a poll at a meeting of holders of Series 1 Preferred shares duly called and held at which the holders of at least fifty-one percentum (51%) of the outstanding Series 1 Preferred shares are present in person or represented by proxy. On any poll taken at any meeting of the holders of Series 1 Preferred shares, each holder of Series 1 Preferred shares entitled to vote thereat shall have one vote in respect of each share held. Subject to the foregoing, the formalities to be observed with respect to the giving or waiver of notice of and voting at any such meeting (including, without limitation, the record dates for the giving of notice and the entitlement to vote), and the conduct therefore shall be those from time to time prescribed by the Articles of the Company. 2500 MHz MCS License Application “COMPANY ACT”

BCT.TELUS Communications Inc.

Amended and Restated as at October 1, 1999

MEMORANDUM

1. The name of the company is BCT.TELUS Communications Inc.

2. The authorized capital of the Company consists of 4,000,000,000 shares divided into:

(a) 1,000,000,000 Common Shares without par value;

(b) 1,000,000,000 Non-Voting Shares without par value;

(d) 1,000,000,000 Second Preferred Shares without par value.

3. The Common Shares without par value, the Non-Voting Shares without par value, the First Preferred Shares without par value and the Second Preferred Shares without par value shall have attached thereto the special rights and restrictions set forth in the Articles of the Company. I

AMENDED AND RESTATED AS OF OCTOBER 1, 1999

ARTICLES

BCT.TELUS Communications Inc.

TABLE OF CONTENTS

PART ARTICLE SUBJECT

1INTERPRETATION

1.1. Definitions same as Company Act 1.2. Definitions Construction of Words 1.3. Interpretation Act Rules of Construction apply

2 SHARES AND SHARE CERTIFICATES

2.1. Member entitled to Certificate 2.2. Replacement of Lost or Defaced Certificate 2.3. Execution of Certificates 2.4. Recognition of Trusts

3 ISSUE OF SHARES

3.1. Directors Authorized 3.2. Commissions and Brokerage 3.3. Conditions of Issue

4 SHARE REGISTERS

4.1. Registers of Members, Transfers and Allotments 4.2. Branch Registers of Members 4.3. No Closing of Register of Members II

5 TRANSFER AND TRANSMISSION OF SHARES

5.1. Transfer of Shares 5.2. Execution of Instrument of Transfer 5.3. Enquiry as to Title not Required 5.4. Submission of Instruments of Transfer 5.5. Transfer Fee 5.6. Personal Representative Recognized on Death 5.7. and 5.8. Persons in Representative Capacity

6 ALTERATION OF CAPITAL

6.1. Increase of Authorized Capital 6.2. Other Capital Alterations 6.3. Creation, Variation and Abrogation of Special Rights and Restrictions 6.4. Consent of Class or Series Required 6.5. Special Rights of Conversion or Exchange 6.6. Class Meetings and Series Meetings of Members

7 PURCHASE AND REDEMPTION OF SHARES

7.1. Company Authorized to Purchase or Redeem its Shares 7.2. and 7.3. Redemption of Shares

8 BORROWING POWERS

8.1. Powers of Directors 8.2. Special Rights Attached to and Negotiability of Debt Obligations 8.3. Register of Debentureholders 8.4. Execution of Debt Obligations 8.5. Register of Indebtedness

9 GENERAL MEETINGS

9.1. Annual General Meetings 9.2. Classification of General Meetings 9.3. Calling of Meetings 9.4. Advance Notice for Election of Directors 9.5. Notice for General Meeting 9.6. Waiver or Reduction of Notice 9.7. Notice of Special Business at General Meeting III

10 PROCEEDINGS AT GENERAL MEETINGS

10.1. Special Business 10.2. Requirement of Quorum 10.3. Quorum 10.4. Lack of Quorum 10.5. Chairman 10.6. Alternate Chairman 10.7. Adjournments 10.8. Resolutions Need Not Be Seconded 10.9. Decisions by Show of Hands or Poll 10.10. Casting Vote 10.11. Manner of Taking Poll 10.12. Retention of Ballots Cast on a Poll 10.13. Casting of Votes 10.14. Ordinary Resolution Sufficient 10.15. Amendment of Articles

11 VOTES OF MEMBERS

11.1. Number of Votes Per Share or Member 11.2. Votes of Persons in Representative Capacity 11.3. Representative of a Corporate Member 11.4. Votes by Joint Holders 11.5. Votes by Committee for a Member 11.6. Appointment of Proxyholders 11.7. Execution of Form of Proxy 11.8. Deposit of Proxy 11.9. Form of Proxy 11.10. Validity of Proxy Vote 11.11. Revocation of Proxy

12 DIRECTORS

12.1. Number of Directors 12.2. Remuneration and Expenses of Directors 12.3. Qualification of Directors

13 ELECTION AND REMOVAL OF DIRECTORS

13.1. Election at Annual General Meetings 13.2. Eligibility of Retiring Director 13.3. Continuance of Directors 13.4. Election of Less than Required Number of Directors 13.5. Filling a Casual Vacancy IV

13.6. Alternate Directors 13.7. Termination of Directorship

14 POWERS AND DUTIES OF DIRECTORS

14.1. Management of Affairs and Business 14.2. Appointment of Attorney

15 DISCLOSURE OF INTEREST OF DIRECTORS

15.1. Disclosure of Conflicting Interest 15.2. Voting and Quorum re Proposed Contract 15.3. Director May Hold Office or Place of Profit with Company 15.4. Director Acting in Professional Capacity 15.5. Director Receiving Remuneration from Other Interests

16 PROCEEDINGS OF DIRECTORS

16.1. Chairman and Alternate 16.2. Meetings - Procedure 16.3. Meetings by Conference Telephone 16.4. Notice of Meeting 16.5. Waiver of Notice of Meetings 16.6. Quorum 16.7. Continuing Directors May Act During Vacancy 16.8. Validity of Acts of Directors 16.9. Resolution in Writing Effective

17 COMMITTEES

17.1. Appointment of Committees 17.2. Procedure at Meetings

18 OFFICERS

18.1. President and Chief Executive Officer and Secretary Required 18.2. Removal of President and Chief Executive Officer 18.3. Persons Holding More Than One Office and Remuneration 18.4. Functions and Duties of Officers 18.5. Disclosure of Conflicting Interest V

19 INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

19.1. Indemnification of Directors 19.2. Indemnification of Officers, Employees, Agents 19.3. Indemnification Not Invalidated by Non-compliance 19.4. Company May Purchase Insurance

20 DIVIDENDS AND RESERVES

20.1. Declaration of Dividends 20.2. Declared Dividend Date 20.3. Proportionate to Number of Shares Held 20.4. Reserves 20.5. Receipts from Joint Holders 20.6. No Interest on Dividends 20.7. Payment of Dividends 20.8. Capitalization of Undistributed Surplus

21 DOCUMENTS, RECORDS AND REPORTS

21.1. Documents to be Kept 21.2. Accounts to be Kept 21.3. Inspection of Accounts 21.4. Financial Statements and Reports and 21.5.

22 NOTICES

22.1. Method of Giving Notice 22.2. Notice to Joint Holder 22.3. Notice to Persons in Representative Capacity 22.4. Persons to Receive Notice

23 RECORD DATE

23.1. Record Date 23.2. No Closure of Register of Members

24 SEAL

24.1. Affixation of Seal to Documents VI

25 FIRST PREFERRED SHARES AS A CLASS

25.1. Directors' Right to Issue in One or More Series 25.2. Ranking of the First Preferred Shares 25.3. Voting Rights 25.4. Amendment With Approval of Holders of First Preferred Shares 25.5. Approval of Holders of the First Preferred Shares

26 SECOND PREFERRED SHARES AS A CLASS

26.1. Directors' Right to Issue in One or More Series 26.2. Ranking of the Second Preferred Shares 26.3. Voting Rights 26.4. Amendment With Approval of Holders of Second Preferred Shares 26.5. Approval of Holders of the Second Preferred Shares

27 COMMON SHARES AND NON-VOTING SHARES

27.1. Voting Rights on Common Shares 27.2. Special Rights, Privileges, Restrictions and Conditions Attaching to the Common Shares 27.3. Subdivision of Shares 27.4 Voting of Shares 27.5 Conversion of Non-Voting Shares in Event of Offer 27.6 Conversion of Non-Voting Shares in Event of Regulatory Change 27.7 Conversion of Common Shares in Event of Certain Meetings 27.8 Conversion of Common Shares under Ownership and Voting Restrictions 27.9 Shares have Same Rights 27.10 Amendments to Article 27

28 OWNERSHIP AND VOTING RESTRICTIONS

28.1. Interpretation 28.2. Incorporation of Certain Provisions of Telecommunications Regulations 28.3. Voting of Shares and Proxies at Meetings 28.4. Securities Held by Non-Canadians 28.5. Contravention of the Non-Canadian Share Constraint 28.6. Directors' Determination Relating to Non-Canadian Share Constraint 28.7. Suspension of Voting Rights of a Member 28.8. Sell-Down Notice 28.9. Assessment of Evidence Relating to a Sell-Down Notice 28.10. Event of Shareholder Default 28.11. Suspension and Reinstatement of Voting Shares 28.12. Sale of Excess Voting Shares 28.13. Shareholder Default Relating to Sale of Excess Voting Shares 28.14. Events of Sale or Redemption of Excess Voting Shares 28.15. Voting Shares Relating to Non-Canadian Share Constraints VII

28.16. No Consequences Relating to Non-Canadian Share Constraints 28.17. Directors' Right and Authority to Administer 28.18. Enforcement of Provisions of Article 28 28.19. Statutory Declarations of Shareholders 28.20. Provisions of Article 28 to be Binding I

PROVINCE OF BRITISH COLUMBIA COMPANY ACT

ARTICLES OF

BCT.TELUS Communications Inc.

PART 1

INTERPRETATION

1.1. Except as expressly defined in Section 1.2, the meaning of any words or phrases defined in the Company Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

1.2. In these Articles, unless there is something in the subject or context inconsistent therewith:

"Board" and "the Directors" or "the directors" mean the Directors of the Company for the time being;

"Company Act" means the Company Act of the Province of British Columbia as from time to time enacted and all amendments thereto and includes the regulations made pursuant thereto;

"Effective Date" means the date on which the Plan of Arrangement involving BC TELECOM Inc. and TELUS Corporation becomes effective which Plan of Arrangement will be filed at the registered office of the Company; 2

"month" means calendar month;

"registered owner" or "registered holder" when used with respect to a share in the authorized capital of the Company means the person registered in the register of members in respect of such share;

"registrar" means the Registrar of Companies for the Province of British Columbia or other authorized person performing his or her duties as Registrar under the Company Act;

"seal" means the common seal of the Company;

"special resolution" means a resolution passed by a majority of not less than 3/4 of votes cast by those members of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company to approve any actions as required in these Articles or contemplated by Section 37, 103, 126, 207, 221, 223, 233, 248, 252, 267 or 289(1) of the Company Act (as at September 30, 1998);

"Telecommunication Regulations" means the Canadian Telecommunication Common Carrier Ownership and Control Regulations pursuant to the Telecommunications Act, and as amended from time to time;

"Telecommunications Act" means the Telecommunications Act (Canada), as amended from time to time.

Expressions referring to writing shall be construed as including references to printing, lithography, typewriting, photography and other modes of representing or reproducing words in a visible form.

Words importing the singular include the plural and vice versa; and words importing male persons include female persons and words importing persons shall include corporations.

1.3. The Rules of Construction contained in the Interpretation Act shall apply, mutatis mutandis, to the interpretation of these Articles.

PART 2

SHARES AND SHARE CERTIFICATES

2.1. Every member is entitled, without charge, to one certificate representing the share or shares of each class held by him; provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint registered holders or to his or her duly authorized agent shall be sufficient delivery to all; and provided further that the Company shall not be bound to issue certificates representing redeemable shares, if such shares are to be redeemed within one month of the date on which they were allotted. Any share certificate may be sent through the mail by registered prepaid mail to the member entitled thereto, and neither the Company nor any transfer agent shall be liable for any loss occasioned to the member owing to any such share certificate so sent being lost in the mail or stolen.

2.2. If a share certificate:

(ii) is lost, stolen or destroyed, then, upon proof thereof to the satisfaction of the Directors and upon such indemnity, if any, as the Directors deem adequate being given, a new 3

share certificate in lieu thereof shall be issued to the person entitled to such lost, stolen or destroyed certificate; or

(iii) represents more than one share and the registered owner thereof surrenders it to the Company with a written request that the Company issue in his or her name two or more certificates each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company shall cancel the certificate so surrendered and issue in lieu thereof certificates in accordance with such request.

Such sum, not exceeding the amount specified in the Company Act, as the Directors may from time to time fix, shall be paid to the Company for each certificate to be issued under this Article.

2.3. Every share certificate shall be signed manually by at least one officer or Director of the Company, or by or on behalf of a registrar, branch registrar, transfer agent or branch transfer agent of the Company and any additional signatures may be printed or otherwise mechanically reproduced and, in such event, a certificate so signed is as valid as if signed manually, notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he or she is stated on such certificate to hold at the date of the issue of the share certificate.

2.4. Except as required by law, statute or these Articles, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as by law, statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof by its registered holder.

PART 3

ISSUE OF SHARES

3.1. The shares shall be under the control of the Directors who may, subject to the rights of the holders of the shares of the Company for the time being outstanding, issue, allot, sell or otherwise dispose of, and/or grant options on or otherwise deal in, shares authorized but not outstanding, and outstanding shares held by the Company, at such times, to such persons (including Directors), in such manner, upon such terms and conditions, and at such price or for such consideration, as they, in their absolute discretion, may determine.

3.2. Subject to the provisions of the Company Act, the Company, or the Directors on behalf of the Company, may pay a commission or allow a discount to any person in consideration of his or her subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any such shares, provided that, if the Company is not a specially limited company, the rate of the commission and discount shall not in the aggregate exceed 25 per centum of the amount of the subscription price of such shares.

3.3. Except as otherwise permitted by the Company Act, no share may be issued until it is fully paid and the Company shall have received the full consideration therefor in cash, property or past services actually performed for the Company. For the purpose of this Article:

(i) the value of property or services shall be the value determined by the Directors by resolution to be, in all circumstances of the transaction, a fair market value; and 4

(ii) the full consideration received for a share issued by way of dividend shall be the amount declared by the Directors to be the amount of the dividend.

PART 4

SHARE REGISTERS

4.1. The Company shall keep or cause to be kept a register of members, a register of transfers and a register of allotments within British Columbia, all as required by the Company Act, and may combine one or more of such registers. A separate register of members, register of transfers and register of allotments shall be kept in respect of each class or series of shares of the Company. The Directors on behalf of the Company may appoint a trust company to keep the register of members, register of transfers and register of allotments or, if there is more than one class or series of shares issued, the Directors may appoint a trust company, which need not be the same trust company, to keep the register of members, the register of transfers and the register of allotments for each class or series of shares. The Directors on behalf of the Company may also appoint one or more trust companies, including the trust company which keeps the said registers of its shares or of a class or series thereof, as transfer agent for its shares or such class or series thereof, as the case may be, and the same or another trust company or companies as registrar for its shares or such class or series thereof, as the case may be. The Directors may terminate the appointment of any such trust company at any time and may appoint another trust company in its place.

4.2. Unless prohibited by the Company Act, the Company may keep or cause to be kept one or more branch registers of members at such place or places as the Directors may from time to time determine.

4.3. The Company shall not at any time close its register of members.

PART 5

TRANSFER AND TRANSMISSION OF SHARES

5.1. Subject to the provisions of the Memorandum and of these Articles that may be applicable, any member may transfer any of his or her shares by instrument in writing executed by or on behalf of such member and delivered to the Company or its transfer agent. The instrument of transfer of any share of the Company shall be in the form, if any, on the back of the Company's share certificates or in such other form as the Directors may from time to time approve. Except to the extent that the Company Act may otherwise provide, the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the register of members or a branch register of members in respect thereof.

5.2. The signature of the registered owner of any shares, or of his or her duly authorized attorney, upon an authorized instrument of transfer shall constitute a complete and sufficient authority to the Company, its directors, officers and agents to register, in the name of the transferee as named in the instrument of transfer, the number of shares specified therein or, if no number is specified, all the shares of the registered owner represented by share certificates deposited with the instrument of transfer. If no transferee is named in the instrument of transfer, the instrument of transfer shall constitute a complete and sufficient authority to the Company, its directors, officers and agents to register, in the name of the person in whose behalf any certificate for the shares to be transferred is deposited with the Company for the purpose of having the transfer registered, the number of shares specified in the instrument of transfer or, if no number is specified, all the shares represented by all share certificates deposited with the instrument of transfer.

5.3. Neither the Company nor any Director, officer or agent thereof shall be bound to inquire into the title of the person named in the form of transfer as transferee, or, if no person is named therein as transferee, of the person on whose behalf the certificate is deposited with the Company for the purpose of having the transfer registered or 5 be liable to any claim by such registered owner or by any intermediate owner or holder of the certificate or of any of the shares represented thereby or any interest therein for registering the transfer, and the transfer, when registered, shall confer upon the person in whose name the shares have been registered a valid title to such shares.

5.4. Every instrument of transfer shall be executed by the transferor and left at the registered office of the Company or at the office of its transfer agent or registrar for registration together with the share certificate for the shares to be transferred and such other evidence, if any, as the Directors or the transfer agent or registrar may require to prove the title of the transferor or his or her right to transfer the shares and the right of the transferee to have the transfer registered. All instruments of transfer where the transfer is registered shall be retained by the Company or its transfer agent or registrar and any instrument of transfer, where the transfer is not registered, shall be returned to the person depositing the same together with the share certificate which accompanied the same when tendered for registration.

5.5. There shall be paid to the Company in respect of the registration of any transfer such reasonable sum, if any, as the Directors may from time to time determine.

5.6. In the case of the death of a member, the survivor or survivors in respect of shares registered in the name of the deceased and the name of another person or other persons in joint tenancy, and the legal personal representative of the deceased in any other case, shall be the only persons recognized by the Company as having any title to his or her interest in the shares. Before recognizing any legal personal representative the Directors may require him or her to deliver to the Company the original or a Court certified copy of a grant of probate or letters of administration in British Columbia or such other evidence and documents as the Directors consider appropriate in order to establish the right of the legal personal representative to title to the interest of the deceased in the shares.

5.7. The guardian, committee, trustee, curator, tutor, legal personal representative or trustee in bankruptcy of a member, although not a member, shall have the same rights, privileges and obligations that attach to the shares held by the member if the documents required by the Company Act shall have been deposited with the Company. This Article shall not apply on the death of a member with respect to shares registered in the name of the deceased and the name of another person or other persons in joint tenancy.

5.8. Any person becoming entitled to a share as a guardian, committee, trustee, curator, tutor, legal personal representative or trustee in bankruptcy of a member, upon such documents and evidence being deposited with the Company as the Company Act requires, or who becomes entitled to a share as a result of an order of a Court of competent jurisdiction or a statute, has the right either to be registered as a member in his or her representative capacity in respect of such share, or, instead of being registered himself, to make such transfer of the share as the member could have made; but the Directors shall, as regards such transfer, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the member, and such transfer shall be subject to any restrictions and provisions as to the transfer of shares as are contained in these Articles or in the Memorandum.

PART 6

ALTERATION OF CAPITAL

6.1. The Company may by special resolution filed with the Registrar amend its Memorandum to increase the authorized capital of the Company by:

(i) creating shares with par value or shares without par value, or both;

(ii) increasing the number of shares with par value or shares without par value, or both; or

(iii) increasing the par value of a class of shares with par value, if no shares of that class are issued. 6

6.2. The Company may by special resolution filed with the Registrar alter its Memorandum to subdivide, consolidate, change from shares with par value to shares without par value, or from shares without par value to shares with par value, or change the designation of all or any of its shares but only to such extent, in such manner and with such consents of members holding a class or series of shares which is the subject of or affected by such alteration, as the Company Act provides.

6.3. The Company may alter its Memorandum or these Articles:

(i) by special resolution, to create, define and attach special rights or restrictions to any shares; and

(iii) if the right or special right prejudiced or interfered with is attached to a class of shares, members holding shares of that class; and

(iv) if the right or special right prejudiced or interfered with is attached to a series of shares and the rights or special rights attached to that series are affected differently from those attached to another series of the same class, members holding shares of that series, consent by a separate resolution of the members of that class or series, as the case may be, passed by a majority of three- fourths of the votes cast, or by such greater majority as may be specified by the special rights and restrictions attached to the class or series of shares, as the case may be.

6.4. Notwithstanding the foregoing provisions of this Part, no such alteration shall be valid as to any part of the issued shares of any class, or in the case of a class with more than one series, any series, unless the holders of the issued shares of such class or series not being changed either all consent thereto in writing or, at a separate class meeting or series meeting, as the case may be, consent thereto by a resolution passed by the votes of members holding in the aggregate not less than three-fourths of the shares not being changed of that class or series, as the case may be.

6.5. No resolution to create, vary or abrogate any special right of conversion or exchange attaching to any shares shall be submitted to any meeting of members unless any consent thereto required to be obtained under the Company Act shall have been first obtained.

6.6. Subject to the provisions of the Company Act, unless specified otherwise in these Articles or in the special rights and restrictions attached to any class or series of shares, the provisions of these Articles relating to general meetings shall apply, with the necessary changes and so far as they are applicable, to a class meeting or series meeting of members holding a particular class or series of shares. 7

PART 7

PURCHASE AND REDEMPTION OF SHARES

7.1. The Company may, by a resolution of the Directors pursuant to the special rights and restrictions attached to any class or series of shares, as provided in Article 28 hereto or in compliance with the Company Act, purchase any of its shares at the price and upon the terms specified in such resolution, or pursuant to the special rights and restrictions attaching to any class or series of shares or as provided in Article 28 hereof, redeem any of its shares.

No such purchase or redemption shall be made if the Company is insolvent at the time of the proposed purchase or redemption or if the proposed purchase or redemption would render the Company insolvent. Unless the shares are to be purchased through a stock exchange or the Company is purchasing the shares from dissenting members pursuant to the requirements of the Company Act or from members pursuant to an order of a Court of competent jurisdiction, or the shares are to be purchased by the Company from a bona fide employee or a bona fide former employee of the Company or of an affiliate of the Company, or his or her personal representative, in respect of shares beneficially owned by the employee or former employee, the Company shall, subject to the provisions of Article 28, make its offer to purchase pro rata to every member who holds shares of the class or series, as the case may be, to be purchased.

7.2. Subject to the special rights and restrictions attached to any class or series of shares and subject to the provisions of Article 28 hereof, if the Company proposes at its option to redeem some but not all of the shares of any class or series, the Directors may decide the manner in which the shares to be redeemed shall be selected.

7.3. Subject to the provisions of the Company Act, any shares purchased or redeemed by the Company but not cancelled may be sold, or, if cancelled, reissued by it, but, while any such shares which have not been cancelled are held by the Company, it shall not exercise any vote in respect of these shares and no dividend or other distribution shall be paid or made thereon.

PART 8

BORROWING POWERS

8.1. The Directors may from time to time on behalf of the Company:

(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit;

(ii) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; and

8.2. Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the Directors may determine. 8

8.3. The Company shall keep or cause to be kept within the Province of British Columbia in accordance with the Company Act a register of its debentures and a register of debentureholders, which registers may be combined, and, subject to the provisions of the Company Act, may keep or cause to be kept one or more branch registers of its debentureholders at such place or places as the Directors may from time to time determine and the Directors may by resolution, regulation or otherwise make such provisions as they think fit respecting the keeping of such branch registers.

8.4. Every bond, debenture or other debt obligation of the Company shall be signed manually by at least one Director or officer of the Company or by or on behalf of a trustee, registrar, branch registrar, transfer agent or branch transfer agent for the bond, debenture or other debt obligation appointed by the Company or under any instrument under which the bond, debenture or other debt obligation is issued and any additional signatures may be printed or otherwise mechanically reproduced thereon and, in such event, a bond, debenture or other debt obligation so signed is as valid as if signed manually notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he or she is stated on such bond, debenture or other debt obligation to hold at the date of the issue thereof.

8.5. The Company shall keep or cause to be kept a register of its indebtedness to every Director or officer of the Company or an associate of any of them, in accordance with the provisions of the Company Act.

PART 9

GENERAL MEETINGS

9.1. Subject to any extensions of time permitted pursuant to the Company Act, an annual general meeting shall be held once in every calendar year at such time (being not more than thirteen months after the date on which the last preceding annual general meeting was held) and place as may be determined by the Directors.

9.2. All general meetings other than annual general meetings are herein referred to as and may be called extraordinary general meetings.

9.3. The Directors may, whenever they think fit, convene an extraordinary general meeting. An extraordinary general meeting, if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act.

9.4. Advance notice of any general meeting at which Directors are to be elected shall be published in the manner required by the Company Act.

9.5. A notice convening a general meeting specifying the place, the day, and the hour of the meeting, and, in case of special business, the general nature of that business, shall be given as provided in the Company Act and in the manner hereinafter in these Articles mentioned, or in such other manner (if any) as may be prescribed by ordinary resolution, whether previous notice thereof has been given or not, to such persons as are entitled by law or under these Articles to receive such notice from the Company. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at that meeting.

9.6. All the members of the Company entitled to attend and vote at a general meeting may, by unanimous consent in writing given before, during or after the meeting, or if they are present at the meeting by a unanimous vote, waive or reduce the period of notice of such meeting and an entry in the minute book of such waiver or reduction shall be sufficient evidence of the due convening of the meeting.

9.7. Except as otherwise provided by the Company Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the 9 giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by members at the registered office or records office of the Company or at some other place in British Columbia designated in the notice during usual business hours up to the date of such general meeting.

PART 10

PROCEEDINGS AT GENERAL MEETINGS

10.1. All business shall be deemed special business which is transacted at:

(i) an extraordinary general meeting; and

(ii) an annual general meeting, with the exception of the consideration of the financial statements and of the respective reports of the Directors and Auditor, the election of directors, the appointment of the Auditor, the fixing of the remuneration of the Auditor and such other business as by these Articles or the Company Act may be transacted at a general meeting without prior notice thereof being given to the members or any business which is brought under consideration by the report of the Directors.

10.2. No business other than election of the chairman or the adjournment of the meeting shall be transacted at any general meeting unless a quorum of members entitled to attend and vote is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

10.3. Save as herein otherwise provided, a quorum shall be two persons present and being, or representing by proxy, members holding not less than one-twentieth of the issued shares entitled to be voted at the meeting. The Directors, the Secretary, or, in his or her absence, an Assistant Secretary, and the solicitor of the Company shall be entitled to attend at any general meeting but no such person shall be counted in the quorum or be entitled to vote at any general meeting unless he or she shall be a member or proxyholder entitled to vote thereat.

10.4. If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the person or persons present and being, or representing by proxy, a member or members entitled to attend and vote at the meeting shall be a quorum.

10.5. The Chairman of the Board, if any, or in his or her absence the President and Chief Executive Officer of the Company or in his or her absence a Vice-President of the Company, if any, shall be entitled to preside as chairman at every general meeting of the Company.

10.6. If at any general meeting neither the Chairman of the Board nor the President and Chief Executive Officer nor a Vice-President is present within fifteen minutes after the time appointed for holding the meeting or is willing to act as chairman, the Directors present shall choose one of their number to be chairman or if all the Directors present decline to take the chair or shall fail to so choose or if no Director be present, the members present shall choose one of their number to be chairman.

10.7. The chairman may, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice, but not "advance notice", of the adjourned meeting shall be given as in the case of an original meeting. Save as 10 aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

10.8. No motion proposed at a general meeting need be seconded and the chairman may propose or second a motion.

10.9. Subject to the provisions of the Company Act, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chairman or demanded by at least one member entitled to vote who is present in person or by proxy. The chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the book of proceedings of the Company. A declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

10.10. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote in addition to the vote or votes to which he or she may be entitled as a member.

10.11. No poll may be demanded on the election of a chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken, as soon as, in the opinion of the chairman, is reasonably convenient, but in any event within seven days and at such time and place and in such manner as the chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting at which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn. In any dispute as to the admission or rejection of a vote the decision of the chairman made in good faith shall be final and conclusive.

10.12. Every ballot cast upon a poll and every proxy appointing a proxyholder who casts a ballot upon a poll shall be retained by the Secretary for such period and be subject to such inspection as the Company Act may provide.

10.13. On a poll a person entitled to cast more than one vote need not, if he or she votes, use all his or her votes or cast all the votes he or she uses in the same way.

10.14. Unless the Company Act, the Memorandum or these Articles otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution.

10.15. Notwithstanding anything to the contrary contained in the Company Act, (a) no amendment may be made to these Articles or Memorandum (except as otherwise expressly specified herein), and (b) no action may be taken as may be required or contemplated by Sections 37, 103, 126, 207, 221, 223, 233, 248, 252, 267 or 289(1) of the Company Act (as at September 30, 1998) as they relate to any approval by members of the Company, unless in either case such actions are approved by special resolution. For greater certainty, the requirement of this Article 10.15 shall continue notwithstanding any amendment to the Company Act and this Article 10.15 may only be amended by special resolution. 11

PART 11

VOTES OF MEMBERS

11.1. Subject to any special voting rights or restrictions attached to any class of shares and the restrictions on joint registered holders of shares, on a show of hands every member or his or her proxyholder who is present and entitled to vote at the meeting shall have one vote and on a poll every member shall have one vote for each share of which he or she is the registered holder and may exercise such vote either in person or by proxyholder.

11.2. Any person who is not registered as a member but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he or she were a member; but, unless the Directors have previously admitted his or her right to vote at that meeting in respect of the share, he or she shall satisfy the Directors of his or her right to vote the share before the time for holding the meeting, or adjourned meeting, as the case may be, at which he or she proposes to vote.

11.3. Any corporation not being a subsidiary which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any general meeting or class or series meeting. The person so authorized shall be entitled to exercise in respect of and at such meeting the same powers on behalf of the corporation which he or she represents as that corporation could exercise if it were an individual member of the Company personally present, including, without limitation, the right, unless restricted by such resolution, to appoint a proxyholder to represent such corporation, and shall be counted for the purpose of forming a quorum if present at the meeting. Evidence of the appointment of any such representative may be sent to the Company by written instrument, facsimile or any method of transmitting legibly recorded messages. Notwithstanding the foregoing, a corporation being a member may appoint a proxyholder.

11.4. In the case of joint registered holders of a share the vote of the senior who exercises a vote, whether in person or by proxyholder, shall be accepted to the exclusion of the votes of the other joint registered holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members. Several legal personal representatives of a member whose shares are registered in his or her sole name shall for the purpose of this Article be deemed joint registered holders.

11.5. A member of unsound mind entitled to attend and vote, in respect of whom an order has been made by any court having jurisdiction, may vote, whether on a show of hands or on a poll, by his or her committee, curator bonis, or other person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis, or other person may appoint a proxyholder.

11.6. A member holding more than one share in respect of which he or she is entitled to vote shall be entitled to appoint one or more (but in the case of a company that is not a reporting company, not more than five) proxyholders to attend, act and vote for him or her on the same occasion. If such a member should appoint more than one proxyholder for the same occasion he or she shall specify the number of shares each proxyholder shall be entitled to vote. A member may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder.

11.7. A form of proxy shall be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a member of the Company.

11.8. A form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) or such lesser period as the Directors may from time to time determine before the time for holding the meeting 12 in respect of which the person named in the instrument is appointed. In addition to any other method of depositing proxies provided for in these Articles, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at any place or places and fixing the time or times for depositing the proxies, which time or times shall not exceed 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of members, and providing for particulars of such proxies to be sent to the Company or any agent of the Company in writing or by letter, facsimile or any method of transmitting legibly recorded messages so as to arrive before the commencement of the meeting or adjourned meeting at the office of the Company or of any agent of the Company appointed for the purpose of receiving such particulars and providing that proxies so deposited may be acted upon as though the proxies themselves were deposited as required by this Part and votes given in accordance with such regulations shall be valid and shall be counted.

11.9. Unless the Company Act or any other statute or law which is applicable to the Company or to any class of its shares requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the Directors or the chairman of the meeting shall approve:

(Name of Company)

The undersigned, being a member of the above named Company, hereby appoints ______or failing him or her ______as proxyholder for the undersigned to attend, act and vote for and on behalf of the undersigned at the general meeting of the Company to be held on the ______day of ______and at any adjournment thereof.

Signed this ______day of ______, 19___.

(Signature of member).

11.10. A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the member giving the proxy or the revocation of the proxy or of the authority under which the form of proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no notification in writing of such death, incapacity, revocation or transfer shall have been received at the registered office of the Company or by the chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken.

11.11. Every proxy may be revoked by an instrument in writing:

(i) executed by the member giving the same or by his or her attorney authorized in writing or, where the member is a corporation, by a duly authorized officer or attorney of the corporation; and

PART 12

DIRECTORS

12.1. The number of Directors shall initially be no more than two and from and after the Effective Date shall be 16. The number of Directors may be fixed or changed from time to time by special resolution, whether previous notice thereof has been given or not, provided that the number of Directors so fixed shall be a number which is divisible by 4.

12.2. The remuneration of the Directors as such may from time to time be determined by the Directors. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a Director. The Directors shall be repaid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any Director shall perform any professional or other services for the Company that in the opinion of the Directors are outside the ordinary duties of a Director or shall otherwise be specially occupied in or about the Company's business, he or she may be paid a remuneration to be fixed by the Board, and such remuneration may be either in addition to, or in substitution for any other remuneration that he or she may be entitled to receive. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any salaried office or place of profit with the Company or to his or her spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

12.3. A Director shall not be required to hold a share in the capital of the Company as qualification for his or her office but shall be qualified as required by the Company Act, to become or act as a Director.

PART 13

ELECTION AND REMOVAL OF DIRECTORS

13.1. At each annual general meeting of the Company all the Directors shall retire and the members entitled to vote thereat shall elect a Board of Directors or Directors consisting of the number of Directors for the time being fixed pursuant to these Articles.

13.2. A retiring Director shall be eligible for re-election.

13.3. Where the Company fails to hold an annual general meeting in accordance with the Company Act, the Directors then in office shall be deemed to have been elected or appointed as Directors on the last day on which the annual general meeting could have been held pursuant to these Articles and they may hold office until other Directors are appointed or elected or until the day on which the next annual general meeting is held.

13.4. If at any general meeting at which there should be an election of Directors, the places of any of the retiring Directors are not filled by such election, such of the retiring Directors who are not re-elected as may be requested by the newly-elected Directors shall, if willing to do so, continue in office to complete the number of Directors for the time being fixed pursuant to these Articles until further new Directors are elected at a general meeting convened for the purpose.

13.5. Any casual vacancy occurring in the Board of Directors may be filled by the remaining Directors or Director.

13.6. Any Director may by instrument in writing delivered to the Company appoint any person to be his or her alternate to act in his or her place at meetings of the Directors at which he or she is not present unless, if such 14 person is not a Director, the Directors shall have reasonably disapproved his or her appointment as an alternate Director and shall have given notice to that effect to the Director making such appointment within a reasonable time after delivery of such instrument to the Company. Every such alternate Director shall be entitled to notice of meetings of the Directors and to attend and vote as a Director at a meeting at which the person appointing him or her is not personally present, and, if he or she is a Director, to have a separate vote on behalf of the Director he or she is representing in addition to his or her own vote. A Director may at any time by instrument, facsimile or any method of transmitting legibly recorded messages delivered to the Company revoke the appointment of an alternate Director appointed by him or her. An alternate Director as such shall not be entitled to any remuneration from the Company.

13.7. The office of Director shall be vacated if the Director:

(i) resigns his or her office by notice in writing delivered to the registered office of the Company; or

(ii) is convicted of an indictable offence and the other Directors shall have resolved to remove him or her; or

(iii) ceases to be qualified to act as a Director pursuant to the Company Act.

PART 14

POWERS AND DUTIES OF DIRECTORS

14.1. The Directors shall manage or supervise the management of, the affairs and business of the Company and shall have the authority to exercise all such powers of the Company as are not, by the Company Act or by the Memorandum or these Articles, required to be exercised by the Company in general meeting, subject, nevertheless, to these Articles and all laws affecting the Company.

14.2. The Directors may from time to time by power of attorney or other instrument under the seal, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles and excepting the powers of the Directors relating to the constitution of the Board and of any of its committees and the appointment or removal of officers and the power to declare dividends) and for such period, with such remuneration and subject to such conditions as the Directors may think fit, and any such appointment may be made in favour of any of the Directors, officers or members of the Company or in favour of any corporation, or of any of the shareholders, directors, officers, nominees or managers of any corporation, firm or joint venture and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the Directors think fit. Any such attorney may be authorized by the Directors to subdelegate all or any of the powers, authorities and discretions for the time being vested in him.

PART 15

DISCLOSURE OF INTEREST OF DIRECTORS

15.1. (a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Company shall disclose the nature and extent of his or her interest in accordance with the provisions of the Company Act.

(b) A Director who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created in conflict with his or her duty or interest as a Director, shall declare 15

the fact, and the nature and extent of the conflict or potential conflict in accordance with the provisions of the Company Act.

15.2. A Director shall not vote in respect of any such contract or transaction with the Company in which he or she is interested and if he or she shall do so his or her vote shall not be counted, but he or she shall be counted in the quorum present at the meeting at which such vote is taken. This Article and Article 15.1(a) shall not apply in those circumstances where a Director is, under the provisions of the Company Act, deemed not to be interested in a proposed contract or transaction. The Company, by special resolution, may from time to time suspend the application of this Article and Article 15.1(a) to any extent permitted by the Company Act.

15.3. A Director may hold any office or place of profit with the Company (other than the office of Auditor of the Company) in conjunction with his or her office of Director for such period and on such terms (as to remuneration or otherwise) as the Directors may determine and no Director or intended Director shall be disqualified by his or her office from contracting with the Company either with regard to his or her tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Company Act, no contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof.

15.4. Subject to compliance with the provisions of the Company Act, a Director or any corporation or firm in which he or she has an interest may act in a professional capacity for the Company (except as Auditor of the Company) and he or she or such corporation or firm shall be entitled to remuneration for professional services as if he or she were not a Director.

15.5. A Director may be or become a director or other officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Company Act, such Director shall not be accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other corporation or firm.

PART 16

PROCEEDINGS OF DIRECTORS

16.1. The Chairman of the Board, if any, or in his or her absence, the President and Chief Executive Officer shall preside as chairman at every meeting of the Directors, or if there is no Chairman of the Board or neither the Chairman of the Board nor the President and Chief Executive Officer is present within fifteen minutes of the time appointed for holding the meeting or is willing to act as chairman, or, if the Chairman of the Board, if any, and the President and Chief Executive Officer have advised the Secretary that they will not be present at the meeting, the Directors present shall choose one of their number to be chairman of the meeting.

16.2. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by majority of votes, except as otherwise set forth in these Articles. In case of an equality of votes the chairman shall not have a second or casting vote. Meetings of the Board held at regular intervals may be held at such place, or such time and upon such notice (if any) as the Board may by resolution from time to time determine.

16.3. A Director may participate in a meeting of the Board or of any committee of the Directors by means of conference telephones or other communications facilities by means of which all Directors participating in the meeting can hear and speak to each other. A Director participating in a meeting in accordance with this Article shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat. 16

16.4. A Director may, and the Secretary or an Assistant Secretary upon request of a Director shall, call a meeting of the Board at any time. Reasonable notice of such meeting specifying the place, day and hour of such meeting shall be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Company or by leaving it at his or her usual business or residential address or by telephone, facsimile or any method of transmitting legibly recorded messages. It shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director if such meeting is to be held immediately following a general meeting at which such Director shall have been elected or is the meeting of Directors at which such Director is appointed. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any Director or alternate Director shall not invalidate the proceedings at that meeting.

16.5. Any Director of the Company may file with the Secretary a document executed by him or her waiving notice of any past, present or future meeting or meetings of the Directors being, or required to have been, sent to him or her and may at any time withdraw such waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until such waiver is withdrawn no notice need be given to such Director and, unless the Director otherwise requires in writing to the Secretary, to his or her alternate Director of any meeting of Directors and all meetings of the Directors so held shall be deemed not to be improperly called or constituted by reason of notice not having been given to such Director or alternate Directors.

16.6. The quorum necessary for the transaction of the business of the Directors shall be a majority of the Directors.

16.7. The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of directors to that number, or for summoning a general meeting of the Company, but for no other purpose.

16.8. Subject to the provisions of the Company Act, all acts resolved by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such Directors or of the members of such committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a Director.

16.9. A resolution consented to in writing, whether by document, facsimile or any method of transmitting legibly recorded messages, by all of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the Directors and shall be effective on the date stated thereon or on the latest date stated on any counterpart.

PART 17

COMMITTEES

17.1. The Directors may by resolution appoint one or more committees consisting of such member or members of their body as they think fit and may delegate to any such committee between meetings of the Board such powers of the Board subject to such conditions as may be prescribed in such resolution. Notwithstanding the foregoing, no committee of Directors shall have authority to:

(a) submit to the members any question or matter requiring the approval of the members;

(b) fill a vacancy among the Directors, any committee or the Auditor; 17

(d) declare dividends;

(e) purchase, redeem or otherwise acquire shares issued by the Company;

(f) pay a commission referred to in Article 3.2;

(g) approve a management proxy circular;

(h) approve a take-over bid circular or directors' circular;

(i) appoint or remove the President and Chief Executive Officer; or

(j) any powers of the Directors set forth in Article 28.

All committees so appointed shall keep regular minutes of their transactions and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board of Directors at such times as the Board of Directors may from time to time require. The Directors shall also have power at any time to revoke or override any authority given to or acts to be done by any such committees except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of a committee and to fill vacancies in it. Committees may make rules for the conduct of their business and may appoint such assistants as they may deem necessary. A majority of the members of a committee shall constitute a quorum thereof.

17.2. Any committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members of the committee present, and in case of an equality of votes the chairman shall not have a second or casting vote. A resolution consented to in writing, whether by document, facsimile or any method of transmitting legibly recorded messages, by all the members of the committee shall be as valid and effective as if it had been passed at a meeting of such committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.

PART 18

OFFICERS

18.1. The Directors shall, from time to time, appoint a President and Chief Executive Officer and a Secretary and such other officers, if any, as the Directors shall determine and the Directors may, at any time, terminate any such appointment. No officer shall be appointed unless he or she is qualified in accordance with the provisions of the Company Act.

18.2. Notwithstanding the foregoing, no person shall be appointed or designated as the President and Chief Executive Officer at any time after the initial President and Chief Executive Officer is appointed or designated at the Effective Date, unless such appointment or designation is approved by a favourable vote of at least 75% of the Directors, excluding the then current President and Chief Executive Officer, if any, attending and voting at the meeting. Not more than once in any twelve month period, any four Directors may give notice to the Secretary that they have lost confidence in the President and Chief Executive Officer specifying the reasons therefor. The President and Chief Executive Officer shall be removed from office effective on the 30th day following the giving of such notice unless on or prior to the 30th day following receipt of such notice at least 75% of the Directors, excluding the then current President 18 and Chief Executive Officer, if any, attending and voting at the meeting, vote to retain the President and Chief Executive Officer and if not so retained shall not be reappointed. In the event of any vacancy, the Directors shall designate an interim President and Chief Executive Officer to hold such position until a successor is approved by the Directors in accordance with the foregoing, and, failing such interim appointment, the Chairman of the Board shall act as President and Chief Executive Officer. This Article 18.2 may only be amended by special resolution. This Article 18.2 shall terminate on the tenth anniversary of the Effective Date.

18.3. One person may hold more than one of such offices except that the offices of President and Secretary must be held by different persons. Any person appointed as the Chairman of the Board or the President and Chief Executive Officer shall be a Director. The other officers need not be Directors. The remuneration of the officers of the Company as such and the terms and conditions of their tenure of office or employment shall from time to time be determined by the Directors or any committees of the Directors so empowered, such remuneration may be by way of salary, fees, wages or bonuses or any other means or all of these modes and an officer may in addition to such remuneration be entitled to receive after he or she ceases to hold such office or leaves the employment of the Company a pension or gratuity.

18.4. The Directors may decide what functions and duties each officer shall perform and may entrust to and confer upon him or her any of the powers exercisable by them other than those referred to in Article 17.1 upon such terms and conditions and with such restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of such functions, duties and powers. Subject to the foregoing, the following officers shall have the following responsibilities:

(a) President and Chief Executive Officer: The President and Chief Executive Officer shall be the chief executive officer of the Company. The President and Chief Executive Officer shall be charged with the general supervision of the business and affairs of the Company, and all such other matters which are delegated by the Directors, to the extent that such matters may be delegated by the Company Act and these Articles.

(b) Secretary: The Secretary shall, inter alia, perform the functions of the Secretary specified in the Company Act.

18.5. Every officer of the Company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Company shall, in writing, disclose to the President and Chief Executive Officer the fact and the nature and extent of the conflict.

PART 19

INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

19.1. Subject to the provisions of the Company Act, the Directors shall cause the Company to indemnify a Director or former Director of the Company and the Directors shall cause the Company to indemnify a director or former director of a corporation of which the Company is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or her or them including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he or she is or they are made a party by reason of his or her being or having been a Director of the Company or a director of such corporation, including any action brought by the Company or any such corporation. Each Director of the Company on being elected or appointed shall be deemed to have contracted with the Company on the terms of the foregoing indemnity. 19

19.2. Subject to the provisions of the Company Act, the Directors shall cause the Company to indemnify any officer, employee or agent of the Company or of a corporation of which the Company is or was a shareholder (notwithstanding that he or she is also a Director) and his or her heirs and personal representatives against all costs, charges and expenses whatsoever incurred by him or her or them and resulting from his or her acting as an officer, employee or agent of the Company or such corporation. In addition the Company shall indemnify the Secretary or an Assistant Secretary of the Company (if he or she shall not be a full time employee of the Company and notwithstanding that he or she is also a Director) and his or her respective heirs and legal representatives against all costs, charges and expenses whatsoever incurred by him or her or them and arising out of the functions assigned to the Secretary by the Company Act or these Articles and each such Secretary and Assistant Secretary shall on being appointed be deemed to have contracted with the Company on the terms of the foregoing indemnity.

19.3. The failure of a Director or officer of the Company to comply with the provisions of the Company Act or of the Memorandum or these Articles shall not invalidate any indemnity to which he or she is entitled under this Part.

19.4. The Directors may cause the Company to purchase and maintain insurance for the benefit of any person who is or was serving as a Director, officer, employee or agent of the Company or as a director, officer, employee or agent of any corporation of which the Company is or was a shareholder and his or her heirs or personal representatives against any liability incurred by him or her as such Director, director, officer, employee or agent.

PART 20

DIVIDENDS AND RESERVE

20.1. The Directors may from time to time declare and authorize payment of such dividends, if any, as they may deem advisable and need not give notice of such declaration to any member. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the Directors as to the amount of such funds or assets available for dividends shall be conclusive. The Company may pay any such dividend wholly or in part by the distribution of specific assets and in particular by paid up shares, bonds, debentures or other securities of the Company or any other corporation or in any one or more such ways as may be authorized by the Company or the Directors and where any difficulty arises with regard to such a distribution the Directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments in substitution for all or any part of the specific assets to which any members are entitled shall be made to any members on the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees for the persons entitled to the dividend as may seem expedient to the Directors.

20.2. Any dividend declared on shares of any class or series by the Directors may be made payable on such date as is fixed by the Directors.

20.3. Subject to the rights of members (if any) holding shares with special rights as to dividends, all dividends on shares of any class or series shall be declared and paid according to the number of such shares held.

20.4. The Directors may, before declaring any dividend, set aside out of the funds properly available for the payment of dividends such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which such funds of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit. The Directors may also, without placing the same in reserve, carry forward such funds, which they think prudent not to divide. 20

20.5. If several persons are registered as joint holders of any share, any one of them may give an effective receipt for any dividend, bonuses or other moneys payable in respect of the share.

20.6. No dividend shall bear interest against the Company. Where the dividend to which a member is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full.

20.7. Any dividend, bonuses or other moneys payable in cash in respect of shares may be paid by cheque sent through the post or by electronic transfer, so authorized by the member, directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register, or to such person and to such address as the holder or joint holders may direct in writing. Every such cheque shall be made payable to the order of the person to whom it is sent. The mailing of such cheque or the forwarding by electronic transfer shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted) discharge all liability for the dividend, unless such cheque shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority.

20.8. Notwithstanding anything contained in these Articles, the Directors may from time to time capitalize any undistributed surplus on hand of the Company and may from time to time issue as fully paid and non- assessable any unissued shares, or any bonds, debentures or debt obligations of the Company as a dividend representing such undistributed surplus on hand or any part thereof.

PART 21

DOCUMENTS, RECORDS AND REPORTS

21.1. The Company shall keep at its records office or at such other place as the Company Act may permit, the documents, copies, registers, minutes, and records which the Company is required by the Company Act to keep at its records office or such other place, as the case may be.

21.2. The Company shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Company in order properly to record the financial affairs and conditions of the Company and to comply with the Company Act.

21.3. Unless the Directors determine otherwise, no member of the Company shall be entitled to inspect the accounting records of the Company.

21.4. The Directors shall from time to time at the expense of the Company cause to be prepared and laid before the Company in general meeting such financial statements and reports as are required by the Company Act.

21.5. Every member shall be entitled to be furnished once gratis on demand with a copy of the latest annual financial statement of the Company and, if so required by the Company Act, a copy of each such annual financial statement and interim financial statement shall be mailed to each member. 21

PART 22

NOTICES

22.1. A notice, statement or report may be given or delivered by the Company to any member either by delivery to him or her personally or by sending it by mail to him or her to his or her address as recorded in the register of members. Where a notice, statement or report is sent by mail, service or delivery of the notice, statement or report shall be deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report and to have been given on the day, Saturdays, Sundays and holidays excepted, following the date of mailing. A certificate signed by the Secretary or other officer of the Company or of any other corporation acting in that behalf for the Company that the letter, envelope or wrapper containing the notice, statement or report was so addressed, prepaid and mailed shall be conclusive evidence thereof.

22.2. A notice, statement or report may be given or delivered by the Company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.

22.3. A notice, statement or report may be given or delivered by the Company to any person entitled to a share as a guardian, committee, trustee, curator, tutor, legal personal representative or trustee in bankruptcy of a member by sending it through the mail prepaid addressed to such person by name or by the title of the representative of the member or by any like description, at the address (if any) supplied to the Company for that purpose by the person claiming to be so entitled, or (until such address has been so supplied) by giving the notice in a manner in which the same might have been given to the member.

22.4. Notice of every general meeting or meeting of members holding a class or series of shares shall be given in a manner hereinbefore authorized to every member holding at the time of the issue of the notice or the date fixed for determining the members entitled to such notice, whichever is the earlier, shares which confer the right to notice of and to attend and vote at any such meeting. No other person except the Auditor of the Company and the Directors of the Company shall be entitled to receive notice of any such meeting.

PART 23

RECORD DATES

23.1. The Directors may fix in advance a date, which shall not be more than the maximum number of days permitted by the Company Act preceding the date of any meeting of members or any class or series thereof or of the payment of any dividend or of the proposed taking of any other proper action requiring the determination of members, as the record date for the determination of the members entitled to notice of, or to attend and vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or for any other proper purpose and, in such case, notwithstanding anything elsewhere contained in these Articles, only members of record on the date so fixed shall be deemed to be members for the purposes aforesaid.

23.2. Where no record date is so fixed for the determination of members as provided in the preceding Article the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, shall be the record date for such determination. 22

PART 24

SEAL

24.1. The Directors may provide a seal for the Company and may authorize the affixing thereof to any documents by or on behalf of the Company.

PART 25

FIRST PREFERRED SHARES AS A CLASS

The First Preferred Shares shall as a class carry and be subject to the following rights, privileges, restrictions and conditions:

25.1. The First Preferred Shares may be issued at any time or from time to time in one or more series. Before any shares of a series are issued, the board of directors of the Company shall fix the number of shares that will form such series and shall, subject to the limitations set out in the Articles, determine the designation, rights, privileges, restrictions and conditions to be attached to the First Preferred Shares of such series, the whole subject to the filing with the registrar of an amendment to the Memorandum and Articles containing a description of such series including the rights, privileges, restrictions and conditions determined by the Board of Directors. Notwithstanding the foregoing, no series of First Preferred Shares shall be granted the right to vote at any general meeting of the Company or the right to be convertible or exchangeable for Common Shares, directly or indirectly.

25.2. The First Preferred Shares of each series shall rank on a parity with the First Preferred Shares of every other series with respect to dividends and return of capital and shall be entitled to a preference over the Second Preferred Shares and the Common Shares of the Company and over any other shares ranking junior to the First Preferred Shares with respect to priority in payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its members for the purpose of winding up its affairs. If any cumulative dividends, whether or not declared, or declared non-cumulative dividends or amounts payable on return of capital are not paid in full in respect of any series of the First Preferred Shares, the First Preferred Shares of all series shall participate rateably in respect of such dividends in accordance with the sums that would be payable on such shares if all such dividends were declared and paid in full, and in respect of such return of capital in accordance with the sums that would be payable on such return of capital if all sums so payable were paid in full; provided, however, that if there are insufficient assets to satisfy in full all such claims as aforesaid, the claims of the holders of the First Preferred Shares with respect to return of capital shall be paid and satisfied first and any assets remaining thereafter shall be applied towards the payment and satisfaction of claims in respect of dividends. The First Preferred Shares of any series may also be given such other preferences not inconsistent with the rights, privileges, restrictions and conditions attached to the First Preferred Shares as a class over the Second Preferred Shares and the Common Shares of the Company and over any other class ranking junior to the First Preferred Shares as may be determined in the case of such series of First Preferred Shares.

25.3. Except as hereinafter referred to or as required by law, the holders of the First Preferred Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the members of the Company.

25.4. The rights, privileges, restrictions and conditions attached to the First Preferred Shares as a class may be added to, changed or removed but only with the approval of the holders of the First Preferred Shares given as hereinafter specified. 23

25.5. The approval of the holders of the First Preferred Shares to add to, change or remove any right, privilege, restriction or condition attaching to the First Preferred Shares as a class or in respect of any other matter requiring the consent of the holders of the First Preferred Shares may be given in such manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution signed by the holders of not less than 75% of the First Preferred Shares then outstanding or passed by the affirmative vote of at least 75% of the votes cast at a meeting of the holders of the First Preferred Shares duly called for that purpose.

The quorum for a meeting of the holders of the First Preferred Shares shall be not less than 25% of the outstanding First Preferred Shares present in person or represented by proxy at such meeting, provided however, that, if at any such meeting, when originally held, the holders of at least 25% of the outstanding First Preferred Shares are not present in person or so represented by proxy within 30 minutes after the time fixed for the meeting, then the meeting shall be adjourned to such date, being not less than 7 days later, and to such time and place as may be fixed by the chairman of such meeting and, at such adjourned meeting, the holders of First Preferred Shares present in person or so represented by proxy, whether or not they hold more or less than 25% of all First Preferred Shares then outstanding, may transact the business for which the meeting was originally called.

The formalities to be observed with respect to the giving of notice of any such meeting or any adjourned meeting and the conduct thereof shall be those from time to time prescribed by these Articles with respect to meetings of members, or if not so prescribed, as required by the Act as in force at the time of the meeting. On every poll taken at every meeting of the holders of the First Preferred Shares as a class, or at any joint meeting of the holders of two or more series of First Preferred Shares, each holder of First Preferred Shares entitled to vote thereat shall have one vote in respect of each First Preferred Share held.

PART 26

SECOND PREFERRED SHARES AS A CLASS

The Second Preferred Shares shall as a class carry and be subject to the following rights, privileges, restrictions and conditions:

26.1. The Second Preferred Shares may be issued at any time or from time to time in one or more series. Before any shares of a series are issued, the board of directors of the Company shall fix the number of shares that will form such series and shall, subject to the limitations set out in the Articles, determine the designation, rights, privileges, restrictions and conditions to be attached to the Second Preferred Shares of such series, the whole subject to the filing with the registrar of an amendment to the Memorandum and Articles containing a description of such series including the rights, privileges, restrictions and conditions determined by the Board of Directors. Notwithstanding the foregoing, no series of Second Preferred Shares shall be granted the right to vote at any general meeting of the Company or the right to be convertible into or exchangeable for Common Shares, directly or indirectly.

26.2. The Second Preferred Shares of each series shall rank on a parity with the Second Preferred Shares of every other series with respect to dividends and return of capital and shall, subject to the prior rights of the holders of the First Preferred Shares, be entitled to a preference over the Common Shares of the Company and over any other shares ranking junior to the Second Preferred Shares with respect to priority in payment of dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its members for the purpose of winding up its affairs. If cumulative dividends, whether or not declared, or declared non-cumulative dividends or amounts payable on return of capital are not paid in full in respect of any series of the Second Preferred Shares, the Second Preferred Shares of all series shall participate rateably in respect of such dividends in accordance with the sums that would be payable on such shares if all such dividends were declared and paid in full, and in respect of such return of capital in accordance with the sums that would be payable on such return of capital if all sums so payable were paid in full; provided, however, that if there are insufficient assets to satisfy in full all such claims as aforesaid, the claims of the holders of the Second 24

Preferred Shares with respect to return of capital shall be paid and satisfied first and any assets remaining thereafter shall be applied towards the payment and satisfaction of claims in respect of dividends. The Second Preferred Shares of any series may also be given such other preferences not inconsistent with the rights, privileges, restrictions and conditions attached to the Second Preferred Shares as a class over the Common Shares of the Company and over any other class ranking junior to the Second Preferred Shares as may be determined in the case of such series of Second Preferred Shares.

26.3. Except as hereinafter referred to or as required by law or unless provision is made in the Articles relating to any series of Second Preferred Shares that such class is entitled to vote, the holders of the Second Preferred Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the members of the Company.

26.4. The rights, privileges, restrictions and conditions attached to the Second Preferred Shares as a class may be added to, changed or removed but only with the approval of the holders of the Second Preferred Shares given as hereinafter specified.

26.5. The approval of the holders of the Second Preferred Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Second Preferred Shares as a class or in respect of any other matter requiring the consent of the holders of the Second Preferred Shares may be given in such manner as may then be required by law, subject to a minimum requirement that such approval be given by resolution signed by the holders of not less than 75% of the Second Preferred Shares then outstanding or passed by the affirmative vote of at least 75% of the votes cast at a meeting of the holders of the Second Preferred Shares duly called for that purpose.

The quorum for a meeting of the holders of the Second Preferred Shares shall be not less than 25% of the outstanding Second Preferred Shares present in person or represented by proxy at such meeting, provided however, that, if at any such meeting, when originally held, the holders of at least 25% of the outstanding Second Preferred Shares are not present in person or so represented by proxy within 30 minutes after the time fixed for the meeting, then the meeting shall be adjourned to such date, being not less than 7 days later, and to such time and place as may be fixed by the chairman of such meeting and, at such adjourned meeting, the holders of Second Preferred Shares present in person or so represented by proxy, whether or not they hold more or less than 25% of all Second Preferred Shares then outstanding, may transact the business for which the meeting was originally called.

The formalities to be observed with respect to the giving of notice of any such meeting or any adjourned meeting and the conduct thereof shall be those from time to time prescribed by these Articles with respect to meetings of members, or if not so prescribed, as required by the Act as in force at the time of the meeting. On every poll taken at every meeting of the holders of the Second Preferred Shares as a class, or at any joint meeting of the holders of two or more series of First Preferred Shares, each holder of Second Preferred Shares entitled to vote thereat shall have one vote in respect of each Second Preferred Share held.

PART 27

COMMON SHARES AND NON VOTING SHARES

The Common Shares and the Non-Voting Shares shall have attached thereto the following rights, privileges, restrictions and conditions:

27.1 Subject to any preference as to the payment of dividends provided to any shares ranking in priority to the Common Shares or the Non-Voting Shares, the holders of Common Shares and of Non-Voting Shares shall, except as otherwise hereinafter provided, be entitled to participate equally with each other as to dividends and the Company shall pay dividends thereon, as and when declared by the Board of Directors of the Company out of moneys 25 properly applicable to the payment of dividends, in amounts per share and at the same time on all such Common Shares and Non-Voting Shares at the time outstanding as the Board of Directors may from time to time determine.

27.2 In the event of the liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its members for the purpose of winding-up its affairs, all of the property and assets of the Company which remain after payment to the holders of any shares ranking in priority to the Common Shares and Non- Voting Shares in respect of payment upon liquidation, dissolution or winding-up of all amounts attributed and properly payable to such holders of such other shares in the event of such liquidation, dissolution, winding-up or distribution, shall be paid or distributed equally, share for share, to the holders of the Common Shares and the Non-Voting Shares, without preference or distinction.

27.3 Neither the Common Shares nor the Non-Voting Shares shall be subdivided, consolidated, reclassified or otherwise changed unless contemporaneously therewith the other class is subdivided, consolidated, reclassified or otherwise changed in the same proportion and in the same manner.

27.4.1 The holders of the Common Shares shall be entitled to receive notice of and attend (in person or by proxy) and be heard at all general meetings of the members of the Company (other than separate meetings of the holders of shares of any other class of shares of the Company or any series of shares of such other class of shares) and to vote at all such general meetings with each holder of Common Shares being entitled to one vote per Common Share held at all such meetings.

27.4.2 Notwithstanding the foregoing, every member of the Company entitled to vote at an election of Directors has the right to cast a number of votes equal to the number of votes attached to the Common Shares held by that member multiplied by the number of Directors to be elected, and the member may cast all such votes in favour of one candidate or distribute them among the candidates in such manner as the member sees fit, and where the member has voted for more than one candidate without specifying the distribution of the member's votes among such candidates, the member shall be deemed to have divided that member's votes equally among the candidates for whom the member voted. A separate vote of members shall be taken with respect to each candidate nominated for Director unless a resolution is passed unanimously by those shareholders voting in person or by proxy on the matter permitting two or more persons to be elected by a single resolution. If the number of candidates nominated for Director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled. Notwithstanding any other provisions of these Articles, a Director may not be removed from office if the votes cast against his or her removal would be sufficient to elect him or her and such votes could be voted cumulatively at an election at which the same total number of votes were cast and the number of Directors required by these Articles were then being elected.

27.4.3 The holders of the Non-Voting Shares shall be entitled to receive notice of and to attend (in person or by proxy) and be heard at all general meetings of the members of the Company (other than separate meetings of the holders of shares of any other class of shares of the Company or of shares of any series of shares of any such other class of shares other than Common Shares) and shall be entitled to receive all notices of meetings, information circulars and other written information from the Company that the holders of Common Shares are entitled to receive from the Company but not to vote at such general meetings, unless otherwise required by law.

27.5.1 In this Article 27.5, the following terms shall have the following respective meanings:

"affiliate" has the meaning ascribed thereto in the Securities Act (British Columbia) as at the Effective Date;

"associate" has the meaning ascribed thereto in the Securities Act (British Columbia) as at the Effective Date; 26

"Conversion Period" means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

"Converted Shares" means Common Shares resulting from the conversion of Non-Voting Shares into Common Shares pursuant to Article 27.5.2;

"Exclusionary Offer" means an offer to purchase Common Shares that:

(i) must, by reason of applicable securities legislation or the requirements of a stock exchange on which the Common Shares are listed, be made to all or substantially all of the holders of Common Shares who are in a province of Canada to which the requirement applies; and

(ii) is not made concurrently with an offer to purchase Non-Voting Shares that is identical to the offer to purchase Common Shares in terms of price per share and percentage of outstanding shares to be taken up exclusive of shares owned immediately prior to the offer by the Offeror, and in all other material respects, and that has no condition attached thereto other than the right not to take up and pay for shares tendered if no shares are purchased pursuant to the offer for Common Shares,

and for the purposes of this definition if an offer to purchase Common Shares would be an Exclusionary Offer as defined above but for the provisions of subclause (ii), the varying of any term of such offer shall be deemed to constitute the making of a new offer unless an identical variation concurrently is made to the corresponding offer to purchase Non-Voting Shares;

"Expiry Date" means the last date upon which holders of Common Shares may accept an Exclusionary Offer;

"Offer Date" means the date on which an Exclusionary Offer is made or deemed to be made;

"Offeror" means a person or company that makes an offer to purchase Common Shares (the "bidder"), and includes any associate or affiliate of the bidder or any person or company that is disclosed in the offering document relating to such offer to be acting jointly or in concert with the bidder; and

"transfer agent" means the transfer agent for the time being for the Common Shares.

27.5.2 Subject to Article 27.5.5, if an Exclusionary Offer is made, each outstanding Non-Voting Share shall be convertible into one fully paid and non-assessable Common Share at the option of the holder thereof exercisable during the Conversion Period. The conversion right provided for in this Article 27.5.2 shall be exercised by notice in writing given to the transfer agent accompanied by the certificate or certificates representing the Non-Voting Shares which the holder desires to convert, and such notice shall be executed by the person registered on the books of the Company as the holder of the Non-Voting Shares, or by his attorney duly authorized in writing, and shall specify the number of Non-Voting Shares which the holder desires to have converted. The holder shall pay any governmental or other tax imposed on or in respect of such conversion. Upon receipt by the transfer agent of such notice and share certificate or certificates, the Company shall issue or cause to be issued a share certificate representing fully paid Common Shares as prescribed above and in accordance with Article 27.5.4. If less than all of the Non-Voting Shares represented by any share certificate are to be converted, the holder shall be entitled to receive a new share certificate representing in the aggregate the number of Non-Voting Shares represented by the original share certificate which are not to be converted.

27.5.3 An election by a holder of Non-Voting Shares to exercise the conversion right provided for in Article 27.5.2 shall be deemed to also constitute irrevocable elections by such holder (i) to deposit the Converted Shares pursuant to the Exclusionary Offer (subject to such holder's right to subsequently withdraw the shares from the offer in accordance with the terms thereof and applicable law) and (ii) to exercise the right to convert into Non-Voting Shares on a one for one basis, all Converted Shares in respect of which such holder exercises his right of withdrawal from the 27

Exclusionary Offer or which are not otherwise ultimately taken up and paid for under the Exclusionary Offer (including by way of the abandonment or withdrawal of the Exclusionary Offer without any shares being acquired), and an irrevocable agreement by the holder exercising such rights of conversion not to vote any Converted Shares. Any conversion of Converted Shares into Non-Voting Shares pursuant to such deemed election in respect of which the holder exercises his right of withdrawal from the Exclusionary Offer shall be effective at the time such right of withdrawal is exercised without prejudice to the ability to reconvert or retender. If the right of withdrawal is not exercised, any conversion into Non-Voting Shares pursuant to such deemed election shall be effective:

(a) in respect of an Exclusionary Offer which is completed, immediately following the time by which the Offeror is required under applicable securities legislation to take up and pay for all shares to be acquired by the Offeror under the Exclusionary Offer; and

(b) in respect of an Exclusionary Offer which is abandoned or withdrawn, at the time at which the Exclusionary Offer is abandoned or withdrawn.

27.5.4 No share certificates representing Converted Shares shall be delivered to or to the order of the holders thereof before such shares have been deposited pursuant to the Exclusionary Offer and the transfer agent, on behalf of the holders of the Converted Shares, shall deposit, and the holders of such shares shall be deemed to have irrevocably directed the transfer agent to deposit, pursuant to the Exclusionary Offer, the certificate or certificates representing the Converted Shares. Upon completion of the offer, the transfer agent shall deliver or cause to be delivered to the holders entitled thereto all consideration paid by the Offeror pursuant to the offer in respect of Converted Shares. If Converted Shares are converted into Non-Voting Shares pursuant to the deemed election under Article 27.5.3, the transfer agent shall deliver to the holders entitled thereto a share certificate representing the Non-Voting Shares resulting from the conversion. The Company shall make all arrangements with the transfer agent necessary or desirable to give effect to this Article 27.5.4.

27.5.5 Subject to Article 27.5.6, the conversion right provided for in Article 27.5.2 shall not come into effect if:

(a) prior to the Offer Date there is delivered to the transfer agent and to the Secretary of the Company a certificate or certificates signed by or on behalf of one or more members of the Company owning in the aggregate, as at the Offer Date, more than 50% of the then outstanding Common Shares, exclusive of shares owned immediately prior to the Offer Date by the Offeror, which certificate or certificates shall confirm, in the case of each such shareholder, that such members shall not:

(i) tender any shares in acceptance of any Exclusionary Offer without giving the transfer agent and the Secretary of the Company written notice of such acceptance or intended acceptance at least seven days prior to the Expiry Date;

(ii) make any Exclusionary Offer;

(iii) act jointly or in concert with any person or company that makes an Exclusionary Offer; or

(iv) transfer any Common Shares, directly or indirectly, during the time at which any Exclusionary Offer is outstanding without giving the transfer agent and the Secretary of the Company written notice of such transfer or intended transfer at least seven days prior to the Expiry Date relating to such Exclusionary Offer, which notice shall state, if known to the transferor, the names of the transferees and the number of Common Shares transferred or to be transferred to each transferee; or

(b) as of the end of the seventh day after the Offer Date there has been delivered to the transfer agent and to the Secretary of the Company a certificate or certificates signed by or on behalf of one or more members of the 28

Company owning in the aggregate more than 50% of the then outstanding Common Shares as at the Offer Date, exclusive of shares owned immediately prior to the Offer Date by the Offeror, which certificate or certificates shall confirm, in the case of each such member:

(i) the number of Common Shares owned by the member;

(ii) that such member is not making the offer and is not an associate or affiliate of, or acting jointly or in concert with, the person or company making the offer;

(iii) that such member shall not tender any shares in acceptance of the offer, including any varied form of the offer, without giving the transfer agent and the Secretary of the Company written notice of such acceptance or intended acceptance at least seven days prior to the Expiry Date; and

(iv) that such member shall not transfer any Common Shares, directly or indirectly, prior to the Expiry Date without giving the transfer agent and the Secretary of the Company written notice of such transfer or intended transfer at least seven days prior to the Expiry Date, which notice shall state, if known to the transferor, the names of the transferees and the number of Common Shares transferred or to be transferred to each transferee; or

(c) as of the end of the seventh day after the Offer Date a combination of certificates that comply with either clause (a) or (b) from members of the Company owning in the aggregate more than 50% of the then outstanding Common Shares as at the Offer Date has been delivered to the transfer agent and to the Secretary of the Company.

27.5.6 If a notice referred to in Articles 27.5.5(a)(i), 27.5.5(a)(iv), 27.5.5.(b)(iii) or 27.5.5(b)(iv) is given and the conversion right provided for in subsection 27.5.2 has not come into effect, the transfer agent shall either forthwith upon receipt of the notice or forthwith after the seventh day following the Offer Date, whichever is later, determine the number of Common Shares in respect of which there have been delivered certificates that are subsisting and that comply with either Article 27.5.5(a) or 27.5.5(b). For the purpose of this determination, certificates in respect of which such a notice has been delivered shall not be regarded as subsisting, the transfer that is the subject of any notice referred to in Article 27.5.5(a)(iv) or 27.5.5(b)(iv) shall be deemed to have already taken place at the time of the determination, and the transferee in the case of any notice referred to in Article 27.5.5(a)(iv) or 27.5.5(b)(iv) shall be deemed to be a person or company from whom the transfer agent has not received a subsisting certificate unless the transfer agent is otherwise advised either by such notice or by the transferee in writing. If the number of Common Shares so determined does not exceed 50% of the number of then outstanding Common Shares as at the Offer Date, exclusive of Common Shares owned immediately prior to the Offer Date by the Offeror, Article 27.5.5 shall cease to apply and the conversion right provided for in Articles 27.5.2 shall be in effect for the remainder of the Conversion Period.

27.5.7 As soon as is reasonably practicable after the seventh day after the Offer Date, the Company shall send to each holder of Non-Voting Shares a notice advising such holders as to whether they are entitled to convert their Non-Voting Shares into Common Shares pursuant to Article 27.5.2 and the reasons therefor. If such notice discloses that the holders of Non-Voting Shares are not so entitled but it is subsequently determined that they are so entitled by virtue of Article 27.5.6 or otherwise, the Company shall forthwith send another notice to such holders advising them of that fact and the reasons therefor.

27.5.8 If a notice referred to in Article 27.5.7 discloses that the conversion right provided for in Article 27.5.2 has come into effect, the notice shall:

(a) include a description of the procedure to be followed to effect the conversion and to have the Converted Shares tendered under the offer; 29

(b) include the information as to Article 27.5.3 hereof; and

(c) be accompanied by a copy of the offer and all other material sent to holders of Common Shares in respect of the offer, and as soon as is reasonably practicable after any additional material, including a notice of variation or change, is sent to the holders of Common Shares in respect of the offer, the Company shall send a copy of such additional material to each holder of Non-Voting Shares.

27.5.9 Prior to or forthwith after sending any notice referred to in Article 27.5.7, the Company shall cause a press release to be issued to a Canadian national news wire service describing the contents of the notice.

27.6.1 In this Article 27.6, unless there is something in the subject matter or context inconsistent therewith:

"business day" means a day other than a Saturday, a Sunday or any other day that is a statutory or civic holiday in the place where the Company's registered office is located and in the event that any day on which any action is required or permitted to be taken pursuant to these provisions is not a business day such action shall be required or permitted to be taken on the next succeeding day that is a business day; and

"close of business" means, with respect to the conversion of any Non-Voting Shares, the normal closing time of the office of the transfer agent for the Non-Voting Shares at which the holder thereof deposits the certificate or certificates representing such shares in exercise of the conversion privilege contained in this Article 27.6.

27.6.2 If the Telecommunications Regulations are changed so that there is no restriction on any non- Canadians (as defined in the Telecommunications Regulations) holding Common Shares in the Company, a holder of one or more Non-Voting Shares shall have the right, at his or her option, at any time after the date of change of the Telecommunications Regulations and prior to the close of business ninety (90) days thereafter (the "Regulatory Conversion Period") to convert, subject to these provisions, any one or more of such Non-Voting Shares into Common Shares on a one for one basis.

27.6.3 The conversion of one or more Non-Voting Shares shall be effected by the deposit of the certificate or certificates representing the same at any time during usual business hours at the option of the holder at any office of any transfer agent of the Company at which the Non-Voting Shares are transferable accompanied by a written instrument of surrender in form satisfactory to the Company duly executed by the registered holder or his attorney duly authorized in writing, in which instrument such holder may elect to convert part only of the Non-Voting Shares represented by such certificate or certificates, in which event the Company shall issue and deliver or cause to be delivered to such holder, at the expense of the Company, a new certificate representing the Non-Voting Shares represented by such certificate or certificates which have not been converted.

27.6.4 As promptly as practicable after the deposit of any Non-Voting Shares for conversion, the Company shall issue and shall deliver or cause to be delivered to or upon the written order of the holder of the Non- Voting Shares so surrendered, a certificate or certificates issued in the name of, or in such name or names as may be directed by, such holder representing the number of Common Shares to which such holder is entitled. Subject to the following provisions of this Article 27.6.4, such conversion shall be deemed to have been made at the close of business on the date such Non-Voting Shares shall have been deposited for conversion, so that the rights of the holder of such Non-Voting Shares as the holder thereof shall cease at such time and the person or persons entitled to receive Common Shares upon such conversion shall be treated for all purposes as having become the holder or holders of record of such Common Shares at such time; provided, however, that no such deposit on any date when the Company's registers of transfers of Common Shares shall be properly closed shall be effective to constitute the person or persons entitled to receive Common Shares upon such conversion as the holder or holders of record of such Common Shares on such date, but such deposit shall be effective to constitute the person or persons entitled to receive such Common Shares as the holder or holders of record thereof for all purposes. For these purposes the date of deposit of any Non-Voting Share for 30 conversion shall be deemed to be the date when the certificate representing such Non-Voting Share is received by a transfer agent of the Company as provided in this Article 27.6.4.

27.6.5 If the Telecommunications Regulations are changed so that there is no restriction on any non- Canadians (as defined in the Telecommunications Regulations) holding Common Shares in the Company and following the Regulatory Conversion Period there are Non-Voting Shares still outstanding, all holders of Non-Voting Shares shall be deemed to have exercised their right to convert the Non-Voting Shares held by them to Common Shares upon receipt by all of the holders of written notice from the Company stating that the Company is requiring all holders to convert their Non-Voting Shares to Common Shares on the date specified in such notice in the manner specified in this Article 27.6 and the date specified in the notice shall be the date of conversion. Upon such deemed conversion, pursuant to this Article 27.6.5, all holders of Non-Voting Shares shall, as of the date of conversion, be deemed to be holders of Common Shares to which they are entitled and the provisions of Article 27.6.3 and 27.6.4 hereof shall apply to the holders of Non- Voting Shares with respect to the issue and delivery of certificates for Common Shares in exchange for the Non-Voting Shares which are deemed to be converted.

27.7.1 In this Article 27.7 unless there is something in the subject matter or context inconsistent therewith:

"Constrained Class" means the class of persons each of whom is a non-Canadian as defined in the Telecommunications Regulations;

"Maximum Aggregate Holdings" means the maximum number of Common Shares that may be owned or controlled by persons in the Constrained Class in accordance with the Telecommunications Regulations so that, when added to all other voting shares (as defined in the Telecommunications Regulations) owned or controlled by the Constrained Class, the Company will be and will continue to be a Telecommunications Common Carrier Holding Company;

"Telecommunications Common Carrier" means any entity which is a "telecommunications common carrier" within the meaning of the Telecommunications Act; and

"Telecommunications Common Carrier Holding Company" means any "qualified corporation" (as each such expression is defined in the Telecommunications Regulations).

27.7.2 The Company shall provide notice to each holder of Common Shares at least ten (10) days' before the record date in respect of each general meeting of the Company at which the Non-Voting Shares will be entitled to vote as a class. In such event, and to the extent that, after taking in to account the conversion, the Constrained Class would continue to hold no more than the Maximum Aggregate Holdings, each outstanding Common Share shall be convertible into one Non-Voting Share on a one for one basis. Notice to each holder of Common Shares shall be deemed to have been given if such notice is published once in each of the cities in which a register for holders of Common Shares is maintained, such publication to be made in a daily newspaper (or, if no daily newspaper is being published, in such other publication in the area as the Company may determine) in the English language of general circulation in the designated city.

27.7.3 To exercise such conversion right a member holding Common Shares or his or her attorney duly authorized in writing shall:

(a) provide written notice to the transfer agent of the exercise of such right and of the number of Common Shares in respect of which the right is being exercised;

(b) deliver to the transfer agent the share certificate or certificates representing the Common Shares in respect of which the right is being exercised; and 31

27.7.4 In order to be entitled to convert Common Shares, the holder must satisfy the conditions of this Article 27.7 no later than the fifth business day preceding the date of the meeting (or any adjourned or postponed meeting). The said Common Shares shall be deemed to be converted at the close of business day on such business day (in this paragraph referred to as the "Conversion Date") and from and after the Conversion Date such Common Shares as are converted shall cease to be entitled to dividends (except dividends for which the record date was on or prior to the Conversion Date) and the holders thereof shall not be entitled to exercise any of the rights of the holders of Common Shares in respect thereof (including any applicable voting rights) but shall be entitled to dividends (except dividends for which the record date was on or prior to the Conversion Date) and the rights of holders of Non-Voting Shares (including any applicable voting rights). In particular, irrespective of the fact that the holders of the Non-Voting Shares issued upon the conversion of the Common Shares were not members as of the record date for the meeting of holders of Non-Voting Shares, they shall be entitled to vote at the meeting of holders of Non-Voting Shares and shall not be entitled to vote as holders of Common Shares.

27.7.5 Notwithstanding the foregoing, the Company shall only be obliged to convert Common Shares so tendered for conversion to the extent that, after taking into account the conversions, such conversion would not result in the Constrained Class holding more than the Maximum Aggregate Holdings and if such conversion of any such Common Shares would result in the Maximum Aggregate Holdings being exceeded, the Company shall only be obliged to convert such lesser number of Common Shares of each holder tendering Common Shares for conversion as is such holder's pro rata share of the number of Common Shares which may be converted without causing the Maximum Aggregate Holdings to be exceeded, treating Canadians and non-Canadians separately. Upon the acceptance of a members' exercise of the conversion right in respect of the Common Shares under this Article 27.7, a member shall be entitled to have issued for his or her benefit a share certificate representing fully-paid Non-Voting Shares on the basis of one Non-Voting Share for each Common Share converted. If less than all of the Common Shares represented by any certificate are converted, a new certificate for the balance shall be issued.

27.8 The holders of Common Shares of the Company shall have the right to convert Common Shares which are "excess voting shares" into Non-Voting Shares in the manner and subject to the provisions as provided in Article 28 hereof.

27.9 Save as aforesaid, each Common Share and each Non-Voting Share shall have the same rights and attributes and be the same in all respects.

27.10 The provisions of this Article 27, may be deleted, amended, modified or varied in whole or in part upon the approval of any such amendment being given by the holders of the Common Shares and the Non-Voting Shares by special resolution and as required by the Company Act.

PART 28

OWNERSHIP AND VOTING RESTRICTIONS

28.1. In this Article, unless the context otherwise requires:

"Arrangement" means the arrangement in respect of BC TELECOM Inc. under the provisions of section 192 of the Canada Business Corporations Act and the arrangement in respect of TELUS Corporation under the provisions of section 186 of the Business Corporations Act (Alberta);

"Canadian" has the meaning set forth in the Telecommunications Regulations; 32

"Directors' determination" and similar expressions mean a determination made by the Directors of the Company in accordance with Article 28.17;

"disposition notice" has the meaning set forth in Article 28.8;

"excess voting shares" means voting shares, beneficially owned or controlled in contravention of the non-Canadian share constraint;

"non-Canadian" has the meaning set forth in the Telecommunications Regulations;

"non-Canadian share constraint" has the meaning set forth in Article 28.4;

"non-Canadian voting constraint" has the meaning set forth in Article 28.7;

"Predecessor Companies" mean BC TELECOM Inc. and TELUS Corporation;

"principal stock exchange" means, at any time, the stock exchange in Canada on which the highest volume of voting shares is generally traded at that time, as determined by the Directors;

"Restricted Percentage" means 33-1/3% or such other percentage as may from time to time be prescribed by the Telecommunications Regulations as the percentage of voting shares which may be beneficially owned and controlled, other than by Canadians, in order for a corporation to be a qualified corporation as defined in the Telecommunications Regulations, provided that if no such percentage is prescribed, it shall be deemed to mean 100%;

"shareholder" in this Article means member;

"shareholder default" has the meaning set forth in paragraph (d) of Article 28.8;

"shareholder's declaration" means a declaration made in accordance with Article 28.18;

"suspension" has the meaning set forth in Article 28.10 and "suspend", "suspended" and similar expressions have corresponding meanings; and

"voting share" means a share of any class of shares of the Company carrying voting rights under all circumstances or by reason of an event that has occurred and is continuing or by reason of a condition that has been fulfilled, and includes:

(a) a security that is convertible into such a share at the time a calculation of the percentage of shares owned and controlled by Canadians is made; and

(b) an option or a right to acquire such a share, or the security referred to in paragraph (a), that is exercisable at the time the calculation referred to in that paragraph is made.

28.2. The provisions of Sections 3, 4, 15 and 27 of the Telecommunications Regulations are deemed to be incorporated in this Article 28. Any provision of this Article 28 that may be read in a manner that is inconsistent with the Telecommunications Regulations shall be read so as to be consistent therewith.

28.3. For greater certainty, no person is presumed to be an associate of any other person for purposes of this Article 28 solely by reason that one of them has given the other the power to vote or direct the voting of voting shares of a class of voting shares at a meeting of the holders of that class pursuant to a revocable proxy where the proxy 33 is solicited solely by means of an information circular issued in a public solicitation of proxies that is made in respect of all voting shares of that class and in accordance with applicable law.

28.4. Non-Canadian members shall not beneficially own or control, otherwise than by way of security only, in the aggregate more than the Restricted Percentage of the issued and outstanding voting shares of the Company. (The foregoing prohibition is referred to in this Article 28 as the "non-Canadian share constraint".)

28.5. In the event that it appears from the central securities register of the Company that, or in the event of a Directors' determination that there is a contravention of the non-Canadian share constraint:

(a) the Company may pursuant to a Director's determination, make a public announcement, whether by press release, newspaper advertisements or otherwise, reasonably expected to inform the markets in which voting shares are traded of the contravention; and

(b) the Company may refuse to:

(i) accept any subscription for voting shares from any non-Canadian;

(ii) issue any voting shares to any non-Canadian;

(iii) register or otherwise recognize the transfer of any voting shares from any Canadian to any non-Canadian; or

(iv) purchase or otherwise acquire any voting shares, except as provided herein.

28.6. In the event of a Directors' determination that there is a contravention of the non-Canadian share constraint and that to do so would be practicable and would not be unfairly prejudicial to, and would not unfairly disregard the interests of, persons beneficially owning or controlling voting shares who are non-Canadians, the Company shall send a disposition notice to the registered holders of such of those voting shares as shall be chosen on the basis of inverse order to the order of registration of all non-Canadians. For the purposes of determining the inverse orders of registration, the Company shall use the inverse order of registration as shown on the registers of holders of the voting shares of the Company and the Predecessor Companies (excluding those registrations made on the Effective Date as part of the Arrangement or as part of any transaction effected by either of the Predecessor Companies with any particular shareholder or affiliate thereof on or prior to the Effective Date and prior to the steps of the Arrangement, which, if they involve an issuance of shares in return, directly or indirectly, for the purchase of other shares, and/or any transfers of shares, shall be deemed to have been registered as of the date of registration originally applicable to the shares being purchased prior to any such transfers thereof) .

28.7. The Company may, by Director's determination, suspend all rights of a member to vote that would otherwise be attached to any voting shares beneficially owned, or controlled, or considered by this Article 28 to be beneficially owned, or controlled, by non-Canadians, in the order as hereinafter provided, so that the proportion of the voting shares beneficially owned, or controlled, or considered by the Telecommunications Regulations to be beneficially owned, or controlled, by non-Canadians and with respect to which voting rights are not suspended, is reduced to not more than the Restricted Percentage of the total issued and outstanding voting shares of the Company. The voting rights referred to above shall be suspended in an order inverse to the date of registration in the manner as provided in Article 28.6.

28.8. Any notice (a "disposition notice") required to be sent to a registered holder of voting shares pursuant to Article 28.6:

(a) shall, in addition to any other information which may be required by the Telecommunications Regulations specify in reasonable detail the nature of the contravention of the non-Canadian share constraint, the 34

number of voting shares determined to be excess voting shares and the consequences of the contravention specified in this Article 28;

(b) shall request an initial or further shareholder's declaration;

(c) shall specify a date, which shall be not less than 60 days, after the date of the disposition notice, by which the excess voting shares are to be sold or otherwise disposed of or, if the Directors determine it to be in the interests of the Company to permit a conversion, converted into Non-Voting Shares as hereinafter provided in Article 28.15; and

(d) shall state that unless the registered holder either:

(i) sells or otherwise disposes of or converts the excess voting shares into Non-Voting Shares by the date specified in the disposition notice on a basis that does not result in any contravention of the non-Canadian share constraint and provides to the Company, in addition to the shareholder's declaration requested pursuant to paragraph (b) of this Article 28.8, written evidence satisfactory to the Company of such sale, other disposition or conversion; or

(ii) provides to the Company, in addition to the shareholder's declaration requested pursuant to paragraph (b) of this Article 28.8, written evidence satisfactory to the Company that no such sale, other disposition or conversion of excess voting shares is required;

such default (a "shareholder default") shall result in the consequence of suspension of voting rights pursuant to Article 28.10 and may result in the consequence of sale or conversion in accordance with Article 28.12 or 28.15 or repurchase or redemption in accordance with Article 28.13, and shall specify in reasonable detail the nature and timing of those consequences.

28.9. In the event that, following the sending of a disposition notice, written evidence is submitted to the Company for purposes of subparagraph (d)(ii) of Article 28.8, the Company shall assess the evidence as soon as is reasonably practicable and in any event shall give a second notice to the person submitting the evidence not later than 10 days after the receipt thereof stating whether the evidence has or has not satisfied the Company that no sale or other disposition of excess voting shares is required. If the evidence has so satisfied the Company, such disposition notice shall be cancelled and such second notice shall so state. If the evidence has not so satisfied the Company, such second notice shall reiterate the statements required to be made in such disposition notice pursuant to paragraphs (c) and (d) of Article 28.8. In either case, the 60 day period referred to in paragraph (c) of Article 28.8 shall be automatically extended to 60 days following the date of the second notice.

28.10. In the event of a shareholder default in respect of any registered holder of voting shares, then, without further notice to the registered holder, the Company may suspend all rights of a shareholder to vote that would otherwise be attached to any voting shares beneficially owned and controlled by non-Canadians in the inverse order of registration as set forth in Article 28.6 so that the non-Canadian share constraint is not contravened.

28.11. The Directors shall cancel any suspension of voting shares of a registered holder and reinstate the registered holder to the securities register of the Company for all purposes if they determine that, following the cancellation and reinstatement, none of such voting shares will be beneficially owned or controlled in contravention of the non-Canadian share constraint. For greater certainty, any such reinstatement shall permit, from and after the reinstatement, the exercise of all voting rights attached to the voting shares so reinstated but have no retroactive effect.

28.12 In the event of a shareholder default in respect of any registered holder of voting shares, the Company may elect by Directors' determination to sell, on behalf of the registered holder, the excess voting shares thereof on the terms set forth in Article 28.12 and Article 28.14 or to convert the excess voting shares into Non-Voting Shares on the terms set forth in Article 28.15. 35

28.12.1 The Company may sell any excess voting shares in accordance with this Article 28.12:

(a) on the principal stock exchange; or

(b) if there is no principal stock exchange, on such other stock exchange or organized market on which the voting shares are then listed or traded as the Directors shall determine; or

(c) if the voting shares are not then listed on any stock exchange or traded on any organized market, in such other manner that is intended to obtain fair market value for the shares as the Directors shall determine.

28.12.2 The net proceeds of sale of excess voting shares sold in accordance with this Article 28.12 shall be the net proceeds after deduction of any commission, tax or other cost of sale.

28.12.3 For all purposes of a sale of excess voting shares in accordance with this Article 28.12, the Company is the agent and lawful attorney of the registered holder and the beneficial owner of the excess voting shares.

28.13 In the event of a shareholder default in respect of any registered holder of voting shares and in the event that the Directors determine that a sale of excess voting shares in accordance with Article 28.12 would have a material adverse effect on the market value of the shares, the Company may elect by Directors' determination, subject to applicable law, to repurchase or redeem the excess voting shares thereof, without further notice thereto, on the terms set forth in Article 28.13 and Article 28.17.

28.13.1 The price paid by the Company to repurchase or redeem any excess voting shares in accordance with this Article 28.13 shall be:

(a) the average of the closing prices per share of the voting shares on the principal stock exchange (or, if there is no principal stock exchange or if the requisite trading of voting shares has not occurred on the principal stock exchange, such other stock exchange or such other organized market on which such requisite trading has occurred as the Directors shall determine) over the last 10 trading days on which at least one board lot of voting shares has traded on the principal stock exchange (or such other stock exchange or such other organized market) in the period ending on the trading day immediately preceding the repurchase or redemption date; or

(b) if the requisite trading of voting shares has not occurred on any stock exchange or other organized market, at their fair market value as of the date of repurchase or redemption as the Directors shall determine.

28.14.1 In the event of any sale or repurchase or redemption of excess voting shares in accordance with Article 28.12 or 28.13, respectively, the Company shall, not later than 10 days thereafter, deposit an amount equal to the amount of the net proceeds of sale or the repurchase or redemption price, respectively, in a special account in any bank or trust company in Canada selected by it. The amount of the deposit, less the reasonable costs of administration of the special account, shall be payable to the registered holder of the excess voting shares sold or repurchased or redeemed on presentation and surrender by the registered holder to that bank or trust company of the certificate or certificates representing the excess voting shares. Any interest earned on any amount so deposited shall accrue to the benefit of the Company.

28.14.2 From and after any deposit made pursuant to Article 28.14.1, the registered holder shall not be entitled to any of the remaining rights of a registered holder in respect of the excess voting shares sold or repurchased or redeemed, other than the right to receive the funds so deposited on presentation and surrender of the certificate or certificates representing the excess voting shares sold or repurchased or redeemed. 36

28.14.3 If a part only of the voting shares represented by any certificate are sold or repurchased or redeemed in accordance with Article 28.12 or 28.13, respectively, the Company shall, on presentation and surrender of such certificate and at the expense of the registered holder, issue a new certificate representing the balance of the voting shares.

28.14.4 So soon as is reasonably practicable after, and, in any event, not later than 30 days after, a deposit is made pursuant to Article 28.14.1, the Company shall send a notice to the registered holder of the excess voting shares sold or repurchased or redeemed and the notice shall, in addition to any other information required by the Telecommunications Regulations, state:

(a) that a specified number of voting shares has been sold, repurchased or redeemed, as the case may be;

(b) the amount of the net proceeds of sale or the repurchase or redemption price, respectively;

(c) the name and address of the bank or trust company at which the Company has made the deposit of the net proceeds of sale or the repurchase or redemption price, respectively; and

(d) all other relevant particulars of the sale, repurchase or redemption, respectively.

28.14.5 For greater certainty, the Company may sell, repurchase or redeem excess voting shares in accordance with Article 28.12 or 28.13, respectively, despite the fact that the Company does not possess the certificate or certificates representing the excess voting shares at the time of the sale or repurchase or redemption. If, in accordance with Article 28.12, the Company sells excess voting shares without possession of the certificate or certificates representing the excess voting shares, the Company shall issue to the purchaser of such excess voting shares or its nominee a new certificate or certificates representing the excess voting shares sold. If, in accordance with Article 28.12 or 28.13, the Company sells or repurchases or redeems excess voting shares without possession of the certificate or certificates representing the excess voting shares and, after the sale or repurchase or redemption, a person establishes that it is a bona fide purchaser of the excess voting shares sold or repurchased or redeemed, then, subject to applicable law:

(a) the excess voting shares held or beneficially owned by the bona fide purchaser are deemed to be, from the date of the sale or repurchase or redemption by the Company, as the case may be, validly issued and outstanding voting shares in addition to the excess voting shares converted and the voting rights applicable thereto shall be restored.

28.15 Upon receipt by the shareholder of a disposition notice that shareholder may, and in the event of a shareholder default in respect of any registered holder of voting shares, the Company may elect by Director's determination, without further notice, to, convert the excess voting shares into Non-Voting Shares, on a one for one basis on the terms provided in this Article 28.15. Notwithstanding the foregoing the right of conversion contained herein shall not be available if at the time of the exercise thereof there are no Non-Voting Shares issued and outstanding.

28.15.1 The shareholder receiving the disposition notice may exercise the right of conversion by the deposit of the certificate or certificates representing the excess voting shares at any time during usual business hours at the option of the holder at any office of any transfer agent of the Company at which the Common Shares are transferable accompanied by a written instrument of surrender in form satisfactory to the Company duly executed by the registered holder or his attorney duly authorized in writing, in which instrument such holder may elect to convert only the excess voting shares represented by such certificate or certificates, in which event the Company shall issue and deliver or cause to be delivered to such holder, at the expense of the registered holder, a new certificate representing the voting shares represented by such certificate or certificates which have not been converted.

28.15.2 As promptly as practicable after the deposit of any excess voting shares for conversion, the Company shall issue and shall deliver or cause to be delivered to or upon the written order of the holder of the voting shares so surrendered, a certificate or certificates issued in the name of, or in such name or names as may be directed by, 37 such holder representing the number of Non-Voting Shares to which such holder is entitled. Such conversion shall be deemed to have been made at the close of business on the date such excess voting shares shall have been deposited for conversion, so that the rights of the holder of such voting shares as the holder thereof shall cease at such time and the person or persons entitled to receive Non-Voting Shares upon such conversion shall be treated for all purposes as having become the holder or holders of record of such Non-Voting Shares at such time; provided, however, that no such deposit on any date when the Company's registers of transfers of Non-Voting Shares shall be properly closed shall be effective to constitute the person or persons entitled to receive Non-Voting Shares upon such conversion as the holder or holders of record of such Non-Voting Shares on such date, but such deposit shall be effective to constitute the person or persons entitled to receive such Non-Voting Shares as the holder or holders of record thereof for all purposes at the close of business on the next succeeding day on which such registers of transfers are open. For these purposes the date of deposit of any excess voting shares for conversion shall be deemed to be the date when the certificate representing such excess voting shares are received by a transfer agent of the Company as provided in Article 28.15.1.

28.15.3 In the event of any conversion of excess voting shares in accordance with Article 28.15, the Company shall, forthwith, issue or cause to be issued to the registered holder of such excess voting shares a share certificate representing the excess voting shares converted to Non-Voting Shares and shall cause such holder to be entered on the register of the Non-Voting Shares.

28.15.4 From and after the issue of any certificate for Non-Voting Shares pursuant to Article 28.15.3, the registered holder shall not be entitled to any of the remaining rights of a registered holder in respect of the excess voting shares converted, other than the right to receive the certificate for the Non-Voting Shares against surrender of the certificate or certificates representing the excess voting shares converted.

28.15.5 If a part only of the voting shares represented by any certificate are converted in accordance with Article 28.15.3, the Company shall, on presentation and surrender of such certificate and at the expense of the registered holder, issue a new certificate representing the balance of the voting shares.

28.15.6 So soon as is reasonably practicable after, and, in any event, not later than 30 days after, the issue of a certificate for the Non-Voting Shares pursuant to Article 28.15.3, the Company shall send a notice to the registered holder of the excess voting shares converted and the notice shall, in addition to any other information required by the Telecommunications Regulations, state:

(a) that a specified number of voting shares have been converted;

(b) the name and address of the transfer agent at which the certificate for the Non-Voting Shares is held; and

28.16 Notwithstanding any other provision of this Article 28, a contravention of the non-Canadian share constraint shall have no consequences except those that are expressly provided for in this Article 28. For greater certainty but without limiting the generality of the foregoing:

(a) no transfer, issue or ownership of, and no title to, voting shares;

(b) no resolution of members (except to the extent that the result thereof is affected as a result of a directors' determination under Article 28.7); and

(c) no act of the Company, including any transfer of property to or by the Company; shall be invalid or otherwise affected by any contravention of the individual share constraint or the non-Canadian share constraint or the failure to make the adjustment required pursuant to the non-Canadian voting constraint. 38

28.17 The Directors shall make any Directors' determination contemplated by this Part 28:

(a) after the relevant shareholder's declarations have been requested and received by the Company, only:

(i) on a basis consistent with those shareholder's declarations; or

(ii) if the Directors are of the opinion that the shareholder's declarations do not contain adequate or accurate information if the Directors believe and have reasonable grounds for believing that they will not be provided with shareholder's declarations that do contain adequate and accurate information; or

(b) whether or not any shareholder's declaration has been requested or received by the Company, only if the Directors believe and have reasonable grounds for believing that they have sufficient information to make the determination, that the consequences of the Directors' determination would not be inequitable to those affected by it and that it would be impractical, under all the circumstances, to request or to await the receipt of any shareholder's declaration; and in any case, only subject to and in accordance with the Telecommunications Regulations.

28.17.1 In administering the provisions of this Article 28, including, without limitation, in making any Directors' determination in accordance with Article 28.17 or otherwise, the Directors may rely on any information on which the Directors consider it reasonable to rely in the circumstances. Without limiting the generality of the foregoing, the Directors may rely upon any shareholder's declaration, the securities register of the Company, the knowledge of any director, officer or employee of the Company or any advisor to the Company and the opinion of counsel to the Company.

28.17.2 In administering the provisions of this Article 28, including, without limitation, in making any Directors' determination, the Directors shall act honestly and in good faith. Provided that the Directors so act, they shall not be liable to the Company and neither they nor the Company shall be liable to any holder or beneficial owner of voting securities or any other person for, nor with respect to any matter arising from or related to, any act or omission to act in relation to this Article 28.

28.17.3 Any Directors' determination required or contemplated by this Article 28 shall be expressed and conclusively evidenced by a resolution duly adopted.

28.18.1 For purposes of monitoring the compliance with and of enforcing the provisions of this Article 28, the Directors may require that any registered holder or beneficial owner, or any other person of whom it is, in the circumstances, reasonable to make such request, file with the Company or its registrar and transfer agent a completed shareholder's declaration. The Directors shall determine from time to time written guidelines with respect to the nature of the shareholder's declaration to be requested, the times at which shareholder's declarations are to be requested and any other relevant matters relating to shareholder's declarations.

28.18.2 A shareholder's declaration shall be in the form from time to time determined by the Directors pursuant to Article 28.18.1 and, without limiting the generality of the foregoing, may be required to be in the form of a simple declaration in writing or a statutory declaration under the Canada Evidence Act. Without limiting the generality of its contents, any shareholder's declaration may be required to contain information with respect to:

(a) whether the person is the beneficial owner of or controls particular voting securities or whether any other person is the beneficial owner of or controls those voting securities; and

(b) whether the person or any other beneficial owner of the voting securities is a Canadian or non-Canadian. 39

28.19 The provisions of this Article 28 shall cease to be binding on the Company and its shareholders upon the repeal of the Telecommunications Regulations and shall cease to be applicable and binding to the extent permitted by the Telecommunications Act from time to time.

28.20 No power of the Directors hereunder may be delegated to any committee, person or persons, despite anything to the contrary contained in these Articles.

Shareholdings - BC TEL Mobility Cellular Inc. (as at August 31, 1999)

Canadian/ Shareholder Security Votes Rights, Authorized Issued Shareholder Non- Agreements Privileges Canadian1 Common 1 vote See Part 26, 50,000,000 239,500 BCT.TELUS Canadian None Shares per share Articles of Communications Company Inc. Preferred None See Parts 27 10,000,000 of 0 N/A N/A None and 28, Articles which 3,000,000 of Company are Series 1 preferred shares

1 As per the Canadian Telecommunications Common Carrier Ownership and Control Regulations. Shareholdings - BCT.TELUS Communications Inc. (as at August 31, 1999)

Canadian/ Shareholder Security Votes Rights, Authorized Issued Shareholder Non-Canadian2 Agreements Privileges Common 1 per See Parts 27 1,000,000,000 47,354,954 Anglo-Canadian Non-Canadian See Long Term share and 28, Telephone Relationship Articles of the Company (GTE Agreement Company Corporation) referred to on pp. 102,708,085 CDS & Co. Canadian 48-49 of the 25,862,317 Public Canadian attached proxy 1,593,063 Public Non-Canadian circular Non- None See Part 27, 1,000,000,000 15,784,984 Anglo-Canadian Non-Canadian As above Voting Articles of the Telephone Company Company (GTE Corporation) 37,877,721 CDS & Co. Canadian 4,748,490 Public Canadian 744,096 Public Non-Canadian First None See Part 25, 1,000,000,000 0 N/A N/A As above Preferred Articles of the Company Second None See Part 26, 1,000,000,000 0 N/A N/A As above Preferred Articles of the Company

2 As per the Canadian Telecommunications Common Carrier Ownership and Control Regulations. DIRECTORS - BC TEL MOBILITY CELLULAR INC. (AS AT OCTOBER 1, 1999)

Directors Citizenship B.A. Canfield Canadian B. A. Baptie Canadian I.D. Mansfield Canadian A. Stephens Canadian J.W. Peters Canadian Directors - BCT.TELUS Communications Inc. (as at October 1, 1999)

Directors Citizenship R.J. Butler Canadian B.A. Canfield Canadian P. Choquette Canadian G.N. Cooper Canadian D.L. Emerson Canadian I.J. Harris Canadian N. Kimball Canadian R.J. LeLacheur Canadian M.T. Masin Non-Canadian H.P. Milavsky Canadian W.B. O’Donoghue Canadian F.F. Salloum Canadian G.B. Sinclair Canadian R.P. Triffo (Chairman) Canadian D.P. Woodley Canadian Officers - BC TEL Mobility Cellular Inc. (as at October 1, 1999)

OFFFicers Title Citizenship

B.A. Canfield Chairman and Chief Executive Officer Canadian

A. Stephens President and Chief Operating Officer Canadian

B.A. Baptie Executive Vice President, Finance and Chief Canadian Financial Officer

W.P. Shandro Vice President and Controller Canadian

J.M. Drinkwater Vice President and Treasurer Canadian

W.A. Grieve Vice President, Regulatory Affairs Canadian

K.C. Day Vice President and Corporate SECRETARY Canadian Officers - BCT.TELUS Communications Inc. (as at October 1, 1999)

Officers Title Citizenship

R.P. Triffo Chairman of the Board Canadian

B.A. Canfield President and Chief Executive Officer Canadian

B.A. Baptie Executive Vice President, Finance and Canadian Chief Financial Officer

I.D. Mansfield Executive Vice President and President Canadian Wireline Communications

R.A. Osing Executive Vice President and President, Canadian Advanced Communications

J.W. Peters Executive Vice President, Corporate Canadian Development and Emerging Businesses

N.H. Mohamed Senior Vice President, Wireline Marketing Canadian and Sales

B.S. Romaniuk Vice President and President Advertising Canadian Services

J.D. Drinkwater Vice President and Treasurer Canadian

K.C. Day Vice President and Corporate Secretary Canadian 2500 MHz MCS License Application Appendix B

APPENDIX B

Item No. Description of Document1

1. TELUS (BCT.TELUS) 2nd Quarter, 1999 Report to Shareholders (issued July 27, 1999)

2. TELUS (BCT.TELUS) 1st Quarter, 1999 Report to Shareholders (issued May 11, 1999)

3. BCT.TELUS 1998 Annual Report (post-merger)

4. BC TELECOM Inc. 1997 Annual Report (pre-merger)

5. TELUS 1997 Annual Report (pre-merger)

6. BC TELECOM Inc. 1996 Annual Report (pre-merger)

7. TELUS 1996 Annual Report (pre-merger)

1 Please note that these documents have been provided hardcopy only. 2500 MHz MCS License Application Appendix C

Appendix C: Glossary of Acronyms

ADSL Asymmetrical Digital Subscriber Line AM Amplitude Modulated ATM Asynchronous Transfer Mode CATV Community Antenna TeleVision CDMA Code Division Multiple Access C/I Carrier to Interference ratio CLEC Competitive Local Exchange Carrier CPE Customer Premises Equipment CRTC Canadian Radio-Television and Telecommunications Commission CSE Customer Service Enclosure DES Data Encryption Standard DOCSIS Data Over Cable Systems Interface Specification FCC Federal Communications Commission (US) FEC Forward Error Correction FTTC Fiber To The Curb FTTH Fiber to the Home GPS Global Positioning System HFC Hybrid Fiber Coax IETF Internet Engineering Task Force ILEC Incumbent Local Exchange Carrier IP Internet Protocol ISDN Integrated Services Digital Network ISP Internet Service Provider Kbps 1,000 bits per second KHz 1,000 Hertz or 1,000 cycles per second L2TP Layer 2 Tunneling Protocol Mbps 1, 000, 000 bits per second MDU Multiple Dwelling Unit MHz 1, 000, 000 Hertz or 1,000,000 cycles per second MUDs Multiple Unit Dwellings PC Personal Computer POP Point of Presence PPPoE Point-to-Point Protocol over Ethernet PSTN Public Switched Telephone Network QAM Quadrature Amplitude Modulation QOS Quality of Service RF Radio Frequency RFP Request For Proposal SFD Single Family Dwelling SOHO Small Office Home Office SSL Secure Socket Layer TLOSS TELUS Line-of-Site System

Page 1 2500 MHz MCS License Application Appendix D

Appendix D

BC Tel Mobility Cellular Inc. is filing Appendix D in confidence with Industry Canada pursuant to section 20(1) of the Access to Information Act. A public version of this information has not been provided for the public record because the section is not meaningful when abridged.

Public Version