Offer to purchase CLEARNET.pdf - About TELUS

the person or persons specified by the Offerors as the proxy or proxy nominee or nominees of the
holder of the Purchased Securities in respect of the Purchased Securities.
At the date on which the Offerors purchase the Purchased Securities, all prior proxies given by the holder of
such Purchased Securities with respect to those shares and to any Other Securities related thereto shall be
revoked and no subsequent proxies may be given by such holder with respect thereto.
Depositing Shareholders’ Representations and Warranties
The deposit of Clearnet Shares pursuant to the procedures herein will constitute a binding agreement
between the depositing Shareholder and the Offerors upon the terms and subject to the conditions of the
applicable Offer, including the depositing Shareholder’s representation and warranty that: (i) such Shareholder
has full power and authority to deposit, sell, assign and transfer the Clearnet Shares (and any Other Securities)
being deposited and has not sold, assigned or transferred or agreed to sell, assign or transfer the Clearnet Shares
being deposited to any person; (ii) such Shareholder owns the Clearnet Shares (and any Other Securities) which
are being deposited within the meaning of applicable securities law; (iii) the deposit of such Clearnet Shares
(and any Other Securities) complies with applicable securities laws; and (iv) when such Clearnet Shares (and any
Other Securities) are taken up and paid for by the Offerors, the Offerors will acquire good title thereto free and
clear of all liens, restrictions, charges, encumbrances, claims and equities. The acceptance of an Offer pursuant
to the procedures set forth above shall constitute an agreement between the depositing Shareholder and the
Offerors in accordance with the terms and conditions of the Offer.
The Offerors reserve the right to permit the Offers to be accepted in a manner other than that set forth in
this Section 3.
4. Conditions of the Offers
The Offerors will have the right to withdraw or extend the Offers, and will not be required to take up or pay
for any Clearnet Shares deposited under the Offers, if any of the following conditions have not been satisfied or
waived at or prior to the Expiry Time:
(a) there shall have been validly deposited under the Offers and not withdrawn as at the Expiry Time such
number of Clearnet Shares which represents not less than 662 ⁄3% of each class of Clearnet Shares
outstanding (on a fully-diluted basis) (the ‘‘Minimum Deposit Condition’’);
(b) consents, waivers, permits, orders and approvals of any Governmental Entity (other than as
contemplated in (c) below), and the expiry of any waiting periods, in connection with, or required to
permit, the Offerors to acquire the Clearnet Shares under the Offers, the failure of which to obtain or
the non-expiry of which would have a material adverse effect on TELUS or Clearnet, as the case may
be, or enjoin the ability of TELUS and Acquisition Co. to acquire the Clearnet Shares under the
Offers, or pursuant to any Compulsory Acquisition or Subsequent Acquisition Transaction, shall have
been obtained or received on terms that will not have a material adverse effect on either TELUS or
Clearnet;
(c) the relevant waiting period in section 123 of the Competition Act shall have expired and (i) an advance
ruling certificate (‘‘ARC’’) pursuant to section 102 of the Competition Act shall have been issued by the
Commissioner; or (ii) a ‘‘no action letter’’ indicating that the Commissioner has determined not to
make an application for an order under section 92 of the Competition Act shall have been received
from the Commissioner, and any terms and conditions attached to any such letter would not have a
material adverse effect on either TELUS or Clearnet as determined by TELUS in its sole judgement,
acting reasonably; or (iii) in the event that no ARC or ‘‘no action’’ letter is issued, there shall be no
threatened or actual application by the Commissioner for an order under section 92 or 100 of the
Competition Act in respect of the transactions contemplated hereby which would have a material
adverse effect on either TELUS or Clearnet, as determined by TELUS in its sole judgement, acting
reasonably;
(d) there shall not be in force any order or decree restraining or enjoining or any prohibition at law that
would not permit the consummation of the Offers, any Compulsory Acquisition or Subsequent
Acquisition Transaction;
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