Offer to purchase CLEARNET.pdf - About TELUS

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Notice to Shareholders in the United States
The Offers are made for the securities of a Canadian corporation and the TELUS Non-Voting Shares offered hereby are offered by a Canadian
issuer. The Offers are subject to, and TELUS is permitted under, a multi-jurisdictional disclosure system adopted by the United States to
propose the Offers to Purchase and Circular and to offer securities pursuant thereto in accordance with, disclosure requirements of Canada
which are different from those of the United States.
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that TELUS,
Acquisition Co. and Clearnet are incorporated under the laws of Canada or a province thereof, that some or all of their respective officers and
directors are residents of Canada, that some or all of the experts named in the registration statement may be residents of Canada, that certain
of the Dealer Managers are residents of Canada, and that all or a substantial portion of the assets of TELUS, Acquisition Co. and Clearnet
and of said persons may be located outside the United States.
Holders of Clearnet Shares should be aware that a tender of Clearnet Shares under the Offers by, or the acquisition by TELUS or
Acquisition Co. of Clearnet Shares from, a holder of Clearnet Shares may have tax consequences both in the United States and Canada. Such
consequences for holders of Clearnet Shares who are resident in or citizens of the United States may not be fully described herein. Such
holders of Clearnet Shares are urged to consult their tax advisors.
Forward Looking Statements
Certain statements contained in the accompanying Offers to Purchase to Clearnet Shareholders and Circular under ‘‘Plans for Clearnet’’,
‘‘Additional Information Concerning TELUS — Risk Factors — Expenditures, Capital and Demand for Services’’, ‘‘— Economic
Fluctuations’’, ‘‘— No Voting Rights for TELUS Non-Voting Shares’’, ‘‘— Increasing Competition’’, ‘‘— Technology’’, ‘‘— PCS Operations’’, ‘‘—
Regulatory Uncertainty’’, ‘‘— Radio Frequency Emission Concerns’’, ‘‘— Risks of Integration’’ and ‘‘TELUS Corporation Unaudited Pro Forma
Consolidated Financial Statements’’ in the Circular, in addition to certain statements contained elsewhere in this document, are ‘‘forwardlooking
statements’’ and are prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, certain of
which are beyond TELUS’ or Acquisition Co.’s control, including: the impact of general economic conditions in Canada and the service
territories of TELUS and Clearnet in Canada; competition on wireless services (cellular), local and long distance services, data and internet
services and within the Canadian telecommunications industry generally; adverse regulatory action; technological change; taxation;
availability of sufficient funding; generation of operating cashflow sufficient to provide financial viability; ability to integrate the acquisition
of Clearnet, stock market volatility and market valuations of companies with respect to the Offers and the final valuations thereof; and
obtaining required approvals of regulatory authorities. TELUS’ actual results, performance or achievement could differ materially from
those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of
proceeds, TELUS will derive therefrom.
Exchange Rate Information
TELUS publishes its consolidated financial statements in Canadian dollars. In this Circular, except where otherwise indicated, all references
to ‘‘dollars’’ or ‘‘$’’ are to Canadian dollars. The Bank of Canada noon spot exchange rate (the ‘‘Noon Spot Rate’’) on September 18, 2000
was US $ 1.4891 = Cdn $1.00. The following table sets forth, for the fiscal years and dates indicated, certain exchange rate information based
on the Noon Spot Rate:
December 31, 1998 ................................................. 1.5305
December 31, 1999 ................................................. 1.4433
March 31, 2000 .................................................... 1.4535
June 30, 2000 ..................................................... 1.4793
August 21, 2000 .................................................... 1.4769
In this document, ‘‘fiscal year’’ means a fiscal year of TELUS ended December 31 and a reference to a specific fiscal year is a reference to
the fiscal year ended on December 31 of the year named.
Enforceability Of Certain Civil Liabilities In The United States
TELUS is a company organized under the laws of British Columbia, Canada. Many of its directors, controlling persons, officers and experts
named herein are residents of Canada or other jurisdictions outside the United States and a substantial portion of TELUS’ assets are located
outside the United States. As a result, it may be difficult for shareholders to effect service within the United States upon those directors,
controlling persons, officers and experts who are not residents of the United States, or to realize in the United States upon judgments of
courts of the United States predicated upon the civil liability provisions of the United States federal securities laws. TELUS has been advised
by Farris, Vaughan, Wills & Murphy, its Canadian counsel, that, in such counsel’s opinion, there is doubt as to the enforceability in Canada
against TELUS or its directors, controlling persons, officers and experts, who are not residents of the United States, in original actions for
enforcement of judgments of United States courts, of liabilities predicated solely upon United States federal securities laws.
This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. None of
the Offers are being made to, nor will deposits be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the laws of such jurisdiction. However, the Offerors or their agents may, in their sole discretion, take such
action as they deem necessary to extend the Offers to Shareholders in any such jurisdiction.