Offer to purchase CLEARNET.pdf - About TELUS

‘‘Shareholders Agreements’’ means the Lock-up Agreements, the hold agreements dated August 20, 2000 among
TELUS and each of Nextel International, Inc. and Motorola Canada Limited with respect to holdings of TELUS
Non-Voting Shares, and the non-competition agreements dated August 20, 2000 among TELUS, Clearnet and
each of Lenbrook Inc. and Madison Dearborn Capital Partners, L.P.
‘‘Specific TELUS Event’’ means any material adverse change in TELUS which occurs as a result of an act of God,
hurricane, tornado, epidemic, landslide, earthquake, an act of public enemy, war (declared or undeclared),
insurrection, embargo, general unrest or restraint of government and people or similar occurrence.
‘‘Spectrum Auction’’ means the auction by the Minister of radio frequency spectrum in the 1.9 to 2 GHz frequency
band expected to commence in November, 2000.
‘‘Spectrum Cap’’ means the spectrum aggregation limit for radiocommunication carriers (as such term is defined
in the Radiocommunication Act) as determined by the Minister.
‘‘Subsequent Acquisition Transaction’’ has the meaning ascribed thereto under ‘‘Acquisition of Clearnet Shares
Not Deposited Under the Offers — Subsequent Acquisition Transactions’’ in the Circular.
‘‘subsequent offering period’’ has the meaning ascribed thereto in Section 5 of the Offers to Purchase,
‘‘Extensions, Variation or Change in the Offers’’.
‘‘subsidiary’’ means, with respect to a specified body corporate, any body corporate of which more than 50% of
the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not
shares of any other class or classes shall or might be entitled to vote upon the happening of any event or
contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any
body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is
in a like relation to a subsidiary.
‘‘Superior Proposal’’ has the meaning ascribed thereto under ‘‘Background to the Offers — Support Agreement’’
in the Circular.
‘‘Support Agreement’’ means the agreement dated August 20, 2000 between TELUS and Clearnet pursuant to
which the board of directors of Clearnet, among other things, agreed to recommend to Shareholders that they
accept the Offers and tender their Clearnet Shares to support the Offers, as more particularly discussed under
‘‘Background to the Offers — Support Agreement’’ in the Circular.
‘‘Take-up Date’’ means a date upon which the Offerors take-up or accept for purchase Clearnet Shares tendered
pursuant to an Offer.
‘‘Tax Act’’ means the Income Tax Act (Canada), as amended.
‘‘Telecommunications Act’’ means the Telecommunications Act, S.C. 1993, c. 38 and the regulations thereunder, as
amended.
‘‘TELUS’’ means TELUS Corporation, and in the Circular where the context so requires, includes its
subsidiaries.
‘‘TELUS Common Shares’’ means the Common Shares in the capital of TELUS.
‘‘TELUS Mobility’’ means the divisions of TELUS Communications Inc. and TELUS Mobility Cellular Inc. which
provide wireless communications services.
‘‘TELUS Non-Voting Shares’’ means the Non-Voting Shares in the capital of TELUS.
‘‘TELUS Shares’’ means, collectively, the TELUS Common Shares and the TELUS Non-Voting Shares.
‘‘Termination Date’’ means November 30, 2000.
‘‘TIC’’ means TELUS Integrated Communications.
‘‘TSE’’ means The Toronto Stock Exchange.
‘‘United States’’ or ‘‘U.S.’’ means the United States of America, its territories and possessions, any State of the
United States and the District of Columbia.
‘‘U.S. Forwarding Agent’’ means Computershare Investor Services, LLC at the office specified in the Letter of
Transmittal.
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