OFFICER’S CERTIFICATE
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TO: | | Ontario Securities Commission |
| | Alberta Securities Commission |
| | British Columbia Securities Commission |
| | The Manitoba Securities Commission |
| | Securities Commission of Newfoundland and Labrador |
| | New Brunswick Securities Commission |
| | Nova Scotia Securities Commission |
| | Registrar of Securities, Prince Edward Island |
| | Autorité des marches financiers |
| | Saskatchewan Financial Services Commission |
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RE: | | Special Meeting of Shareholders of Call-Net Enterprises Inc. (the “Corporation”)
to be held on Wednesday, June 29, 2005 (the “Meeting”) |
With reference to National Instrument 54-101 —Communication with Beneficial Owners of Securities of a Reporting Issuer(“NI 54-101”), the undersigned, Roy Graydon, Chief Financial Officer of the Corporation, in such capacity and not in his personal capacity, certifies for and on behalf of the Corporation, intending that the same may be relied upon by you without further inquiry, that:
| 1. | | in accordance with the requirements set out in section 2.20(a) of NI 54-101, arrangements have been made to have the proxy-related materials for the Meeting sent in compliance with NI 54-101 to all beneficial owners at least 21 days before the date fixed for the Meeting; |
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| 2. | | in accordance with the requirements set out in section 2.20(b) of NI 54-101, arrangements have been made to carry out all of the requirements of NI 54-101 in addition to those described in paragraph 1 above; and |
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| 3. | | the Corporation is relying upon section 2.20 of NI 54-101 in connection with the Meeting. |
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| | | DATEDas of the 25th day of May, 2005. |
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| | “Roy Graydon” | |
| | Roy Graydon | |
| | Chief Financial Officer | |
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