Offer to purchase CLEARNET.pdf - About TELUS

waived) have been satisfied or waived. We will pay for Clearnet Shares taken up under the Offers in accordance
with the terms of the Offers promptly and in any event, on or before the date on which we are required by Law
to make such payment. See ‘‘Payment for Deposited Clearnet Shares’’ in Section 6 of the Offers to Purchase.
Conditions of the Offers
We will have the right to withdraw the Offers and will not be required to take up and pay for any Clearnet
Shares deposited under the Offers unless all of the conditions of the Offers contained in Section 4 of the Offers
to Purchase are satisfied. These conditions include there being validly deposited under the Offers and not
withdrawn prior to the expiration of the Offers that number of Clearnet Shares which represents at least 662 ⁄3%
of each class of the Clearnet Shares outstanding on a fully-diluted basis, that all required regulatory approvals be
received on terms which will not have a material adverse effect on TELUS or Clearnet or all waiting periods
with respect thereto shall have expired; that TELUS shall have determined, acting reasonably, that no action or
proceeding or law or regulation shall have been taken or proposed that prevents or would prevent us from
completing the Offers or any Compulsory Acquisition or Subsequent Acquisition Transaction or would have a
material adverse effect on Clearnet; that TELUS shall have determined, acting reasonably, that neither Clearnet
nor any of its subsidiaries, associates or other entities in which it has a material interest have taken any action or
disclosed any previously undisclosed actions which would have a material adverse effect on Clearnet; that all
third party consents necessary on a change of control the failure of which to obtain would have a material
adverse effect on Clearnet shall have been obtained on terms satisfactory to TELUS; that the representations
and warranties of the Clearnet Shareholders in the Shareholders Agreements shall be true and the covenants
and all obligations thereunder shall have been complied with unless any non-performance would not give rise to
a material adverse change or a material adverse effect on the Offers; that the board of directors of Clearnet shall
not have changed or withdrawn their recommendation to the Shareholders; the representations and warranties
of Clearnet in the Support Agreement shall be correct and Clearnet shall have complied with its covenants
under the Support Agreement, unless the failure or breach of which would not have a material effect on
Clearnet or materially impair our ability to acquire the Clearnet Shares; there not having been any change in the
business, operations, assets, financial condition, rights or permits of Clearnet and its Subsidiaries which in the
opinion of TELUS or the Banks would have a material adverse effect on Clearnet; and neither TELUS nor the
Banks becoming aware of any untrue statement of a material fact or omission to state a material fact that would
make any document filed by Clearnet with any regulatory body misleading. See ‘‘Conditions of the Offers’’ in
Section 4 of the Offers to Purchase.
Acquisition of Shares not Deposited to the Offers
If an Offer is accepted by the holders of not less than 90% of a particular class of Clearnet Shares (other
than those owned by us on the date of the Offers), we currently intend, to the extent possible, to acquire the
remaining Clearnet Shares of that class pursuant to the compulsory acquisition provisions of the CBCA. If we
take up and pay for Clearnet Shares validly tendered under an Offer and acquire less than such percentage of a
particular class thereof or the compulsory acquisition provisions of the CBCA are otherwise unavailable, we
currently intend to consider other means of acquiring, directly or indirectly, all of the Clearnet Shares of the
particular class available in accordance with applicable law, including a Subsequent Acquisition Transaction. See
‘‘Acquisition of Clearnet Shares Not Deposited Under the Offers’’ in the Circular.
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