Offer to purchase CLEARNET.pdf - About TELUS

condition of the Offers specified under ‘‘Conditions of the Offers’’ in Section 4 of the Offers to Purchase, is not
satisfied or waived but subject to the provisions as set forth in Section 4 of the Offers to Purchase, by giving
written notice thereof (or other communication confirmed in writing) to the Depositary at its office in Calgary,
Alberta. The Offerors also reserve the right, in their sole discretion and notwithstanding any other condition of
the Offers, to delay taking up and paying for Clearnet Shares in order to comply, in whole or in part, with any
applicable Law, including, without limitation, such period of time as may be necessary to obtain any necessary
regulatory approval. The Offerors will not, however, take up and pay for any Clearnet Shares deposited under an
Offer unless they simultaneously or immediately thereafter take up and pay for all Clearnet Shares then validly
deposited under such Offer. Any Clearnet Shares deposited under an Offer after the first date on which
Clearnet Shares have been taken up and paid for by the Offerors will be taken up and paid for promptly and in
any event, not later than 10 days after such deposit. The Offerors confirm that their reservation of the right to
delay payment for Clearnet Shares which they have accepted for payment is limited by the applicable securities
laws which require that an offeror pay the consideration offered or return the tendered securities promptly after
termination or withdrawal of an offer. Subject to applicable Law, the Offerors may, in their discretion, during
any subsequent offering period, take up and pay for all such Clearnet Shares then deposited under an Offer,
provided that the Offerors agree to take up and pay for all additional Clearnet Shares validly
deposited thereafter.
The Offerors will pay for Clearnet Shares validly deposited under an Offer and not withdrawn by providing
the Depositary with sufficient funds (by bank transfer or other means satisfactory to the Depositary) and
certificates for TELUS Non-Voting Shares for transmittal to depositing Shareholders. The Depositary will act as
the agent of persons who have deposited Clearnet Shares in acceptance of the Offers for the purposes of
receiving payment and share certificates from the Offerors and transmitting such payment and share certificates
to such persons. Receipt of payment by the Depositary will be deemed to constitute receipt of payment by
persons depositing Clearnet Shares. No fractional TELUS Non-Voting Shares will be issued pursuant to the
Offers. In lieu of a fractional TELUS Non-Voting Share, a Shareholder accepting an Offer will receive a cash
payment determined on the basis of an amount equal to the Average Price multiplied by the fractional share
amount. Under no circumstances will interest accrue or be paid by the Offerors or the Depositary on the
purchase price of the Clearnet Shares purchased by the Offerors, regardless of any delay in making
such payment.
Settlement with each Shareholder who shall have validly deposited and not withdrawn Clearnet Shares
under an Offer will be effected by the Depositary by forwarding a cheque, payable in Canadian funds,
representing the cash payment for such securities (including any fractional share amount) and with a certificate
representing the TELUS Non-Voting Shares to which such Shareholder is entitled provided that, in the case of
the TELUS Non-Voting Shares, the person is a resident of a province of Canada or another jurisdiction in which
the TELUS Non-Voting Shares may be lawfully delivered without further action by the Offerors. Unless
otherwise directed in the Letter of Transmittal, any such cheque and any such share certificate will be issued in
the name of the registered holder of Clearnet Shares so deposited. Unless the person who deposits Clearnet
Shares instructs the Depositary to hold such cheque and such share certificate for pick-up by checking the
appropriate box in the Letter of Transmittal, such cheque and such share certificate will be forwarded by first
class mail to such person at the address specified in the Letter of Transmittal. If no address is specified therein,
such cheque and such share certificate will be forwarded to the address of the holder as shown on the share
register maintained by Clearnet. Cheques and share certificates mailed in accordance with this paragraph will be
deemed to have been delivered at the time of mailing.
Depositing Shareholders will not be obligated to pay brokerage commissions if they accept an Offer by
depositing their Clearnet Shares directly with the Depositary or the U.S. Forwarding Agent or if they use the
services of the Dealer Managers or of a member of the soliciting dealer group to accept the Offer. See ‘‘Other
Matters Relating to the Offers — Depositary and U.S. Forwarding Agent’’ and ‘‘— Financial Advisors, Dealer
Managers and Soliciting Dealer Group’’ in the Circular. If, however, the TELUS Non-Voting Shares to be
received pursuant to the Offers are to be issued to, or if the certificates for Clearnet Shares not deposited or
purchased are to be registered in the name of, any person other than the registered owner, or if certificates for
Clearnet Shares are registered in the name of any person other than the person signing the Letter of
Transmittal, the amount of any transfer taxes (whether imposed on the registered owner or such other person)
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