Offer to purchase CLEARNET.pdf - About TELUS

shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedure for such
transfer. Even though delivery of Clearnet Shares may be effected through book-entry transfer into the
Depositary’s account at the Book-Entry Transfer Facility, a properly completed and duly executed Letter of
Transmittal, with any required signature guarantees, or an Agent’s Message (as defined below), together in each
case with any other required documents must, in any case, be transmitted to and received by the Depositary
prior to the Expiry Time, or the guaranteed delivery procedure set forth below must be followed. Delivery of a
Letter of Transmittal, a Notice of Guaranteed Delivery or any other document to the Book-Entry Transfer
Facility does not constitute delivery to the Depositary.
The term ‘‘Agent’s Message’’ means a message from the Book-Entry Transfer Facility transmitted to and
received by the Depositary forming a part of a confirmation (the ‘‘Book-Entry Confirmation’’) which states that
(i) the Book-Entry Transfer Facility has received from the participant in the Book-Entry Transfer Facility an
express acknowledgement of the particulars of such participant’s tender of the Clearnet Shares that are the
subject of the Book-Entry Confirmation, (ii) the participant in the Book-Entry Transfer Facility has received and
agrees to be bound by the terms of the Letter of Transmittal, and (iii) the Offerors may enforce such agreement
against the participant in the Book-Entry Transfer Facility.
Procedure for Guaranteed Delivery
If a Shareholder wishes to deposit Clearnet Shares under an Offer, and either the certificates representing
the Clearnet Shares are not immediately available, or the Shareholder is not able to deliver the certificates and
all other required documents to the Depositary before the Expiry Time, those Clearnet Shares may nevertheless
be deposited under the Offer, provided that all of the following conditions are met:
(a) the deposit is made by or through an Eligible Institution;
(b) a properly completed and duly executed Notice of Guaranteed Delivery, properly completed and
signed, together with a guarantee by an Eligible Institution in the form set out in the Notice of
Guaranteed Delivery, is received by the Depositary before the Expiry Time at its office in Toronto as
set forth in the accompanying Notice of Guaranteed Delivery; and
(c) the certificates(s) representing deposited Clearnet Shares, in proper form for transfer, together with a
Letter of Transmittal, properly completed and signed, and all other documents required by the Letter
of Transmittal, are received by the Depositary at its office in Toronto before 4:30 p.m. (Toronto time)
on the third trading day on the TSE after the Expiry Time.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or
mailed to the Depositary at its office in Toronto as set forth on the Notice of Guaranteed Delivery and must
include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.
Procedure for delivery of Clearnet Non-Voting Shares upon exercise of Clearnet Options
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. TELUS has made arrangements with the Depositary to permit the tender
under the Offers of Clearnet Non-Voting Shares which may be issued on the first Take-up Date pursuant to the
exercise of options granted under Clearnet’s Option Plan made conditional and effective only upon the take-up
of Clearnet Shares under the Offers. Holders of Clearnet Options should consult Clearnet for instructions as
regards to these procedures.
General
An Offer will be deemed to be accepted only if the Depositary or the U.S. Forwarding Agent has actually
received the requisite documents at or before the times specified. In all cases, payment for the Clearnet Shares
deposited and taken up by the Offeror pursuant to an Offer will be made only after timely receipt by the
Depositary of certificates representing the Clearnet Shares, a Letter of Transmittal, properly completed and
signed, covering the Clearnet Shares with the signatures guaranteed in accordance with the instructions and
rules set out therein, and any other required documents.
The method of delivery of the certificates representing Clearnet Shares, the Letter of Transmittal, the Notice
of Guaranteed Delivery and all other required documents is at the discretion and risk of the person depositing
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