Offer to purchase CLEARNET.pdf - About TELUS

Shares and the amount of cash received by the Shareholder (including cash received in lieu of a fractional
share).
The maximum amount of cash payable by the Offerors pursuant to the Offers shall not exceed 50% of the
total consideration paid under the Offers and the maximum value of TELUS Non-Voting Shares issuable by
TELUS pursuant to the Offers shall not exceed 50% of the total consideration paid under the Offers. The actual
consideration to be received by a Shareholder (including a Holdco Shareholder) will be determined in
accordance with the following:
(a) the aggregate amount of cash (including any cash paid in lieu of fractions of TELUS’ Non-Voting
Shares referred to below) that the Offerors will pay as consideration for Clearnet Shares acquired on
any Take-up Date in respect of the Cash Alternative or the Combination Alternative shall not exceed
the Maximum Take-up Date Cash Consideration;
(b) the aggregate number of TELUS Non-Voting Shares that the Offerors will issue or deliver, as the case
may be, as consideration for Clearnet Shares acquired on any Take-up Date in respect of the Share
Alternative or the Combination Alternative shall not exceed the Maximum Take-up Date Share
Consideration;
(c) if on any Take-up Date the cash consideration that would otherwise be payable by the Offerors to
Shareholders who elect the Cash Alternative or Combination Alternative in respect of their Clearnet
Shares to be taken up on such Take-up Date including those deemed to be taken up together with any
cash to be paid in lieu of fractions of TELUS Non-Voting Shares on that Take-up Date, as described
below, exceeds the Maximum Take-up Date Cash Consideration, then the amount of the purchase
consideration paid in cash to each Shareholder who has elected the Cash Alternative or the
Combination Alternative shall be prorated so that, in the aggregate, the purchase consideration paid in
cash to all such holders shall be equal to the Maximum Take-up Date Cash Consideration less the cash
consideration to be paid in lieu of fractions of TELUS Non-Voting Shares on that Take-up Date, as
described below, and each such holder shall be deemed, for all purposes, to have elected the Share
Alternative in respect of any shares to which the Cash Alternative or cash component of the
Combination Alternative is deemed not to apply and shall receive from the Offerors the balance of the
purchase consideration payable under the Offers on the same basis as holders who elect (or are
deemed to have elected) the Share Alternative for their Clearnet Shares to be taken up on such
Take-up Date; and
(d) if on any Take-up Date the number of TELUS Non-Voting Shares that would otherwise be issuable to
Shareholders who elect (or are deemed to have elected) the Share Alternative or who elect the
Combination Alternative in respect of their Clearnet Shares to be taken up, including those deemed to
be taken up on such Take-up Date, exceeds the Maximum Take-up Date Share Consideration, then the
amount of the purchase consideration to be paid in TELUS Non-Voting Shares to each such
Shareholder shall be prorated so that, in the aggregate, the purchase consideration to be paid in
TELUS Non-Voting Shares to all such holders shall be equal to the Maximum Take-up Date Share
Consideration, and each such holder shall be deemed, for all purposes, to have elected the Cash
Alternative in respect of any shares to which the Share Alternative or the share component of the
Combination Alternative is deemed not to apply and shall receive from the Offerors the balance of
the purchase consideration payable under the Offers in cash on the same basis as holders who elect the
Cash Alternative for their Clearnet Shares to be taken up on such Take-up Date.
No fractional TELUS Non-Voting Shares will be issued. In lieu of a fractional TELUS Non-Voting Share, a
Shareholder accepting an Offer will receive a cash payment from Acquisition Co. determined on the basis of an
amount equal to the Average Price multiplied by the fractional share amount.
The Offers are made only for Clearnet Shares and are not made for any options, warrants or other rights to
purchase or acquire Clearnet Shares. Any holder of such options, warrants or other rights to purchase or acquire
Clearnet Shares including the Clearnet Options, the Clearnet Convertible Debentures or the Clearnet Warrants
who wishes to accept an Offer must exercise such options, warrants or other rights or exercise the conversion
right in respect of the Clearnet Convertible Debentures to obtain Clearnet Shares and deposit those Clearnet
Shares in accordance with an Offer. Any such exercise must be sufficiently in advance of the Expiry Time to
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