Offer to purchase CLEARNET.pdf - About TELUS

payable on account of the transfer to such person will be payable by the depositing holder unless satisfactory
evidence of the payment of such taxes or an exemption therefrom is submitted.
If any deposited Clearnet Shares are not accepted for payment pursuant to the terms and conditions of the
applicable Offer for any reason, or if certificates are submitted for more Clearnet Shares than are deposited,
certificates for unpurchased Clearnet Shares will be returned, at the Offerors’ expense, to the depositing
Shareholder as soon as is practicable following the Expiry Time or withdrawal and early termination of such
Offer, as the case may be, by either sending new certificates representing Clearnet Shares not purchased or
returning the deposited certificates (and other relevant documents). Certificates (and other relevant documents)
will be forwarded by first-class mail in the name of and to the address specified by the Shareholder in the Letter
of Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the
share register maintained by Clearnet, as soon as practicable after the Expiry Time or withdrawal and early
termination of the Offers, as the case may be.
7. Acceptance Alternative for Holding Companies
A Holdco Shareholder who holds Clearnet Shares indirectly through a Holding Company will be permitted
to participate in the Offers, subject to the limitations and conditions set forth below and deposit all of the issued
and outstanding shares in the capital of such Holding Company pursuant to the Offers (in lieu of the deposit of
such Clearnet Shares), for the identical consideration that would have been received by the Holding Company
had the Clearnet Shares been deposited directly pursuant to the Offers.
The Holdco Alternative may have income tax consequences to a particular Shareholder which are not
described in the Circular. Persons wishing to avail themselves of the Holdco Alternative should consult their own
tax and legal advisors.
Provided the terms and conditions set forth below shall have been satisfied and the applicable conditions of
the relevant Offer shall have been satisfied or waived prior to the time by which the Offerors are obliged to take
up from any Holdco Shareholders, TELUS will purchase all of the Holdco Shares from the Holdco
Shareholders, where the Holding Company has advised TELUS that it wishes to take advantage of the Holdco
Alternative in the manner and on or before the times provided below. TELUS currently intends to wind up each
Holding Company, the shares of which have been acquired under the Holdco Alternative, into TELUS under
the voluntary winding-up or dissolution procedures of the applicable corporate statute or to amalgamate the
Holding Company with TELUS (thereby directly holding the Clearnet Shares previously held by the
Holding Company).
A Holdco Shareholder will be permitted to avail itself of the Holdco Alternative provided that all of the
following terms and conditions are satisfied:
(a) the Holding Company is a single-purpose company;
(b) the Holding Company is resident in Canada and a taxable Canadian corporation for purposes of the
Tax Act;
(c) the Holding Company has no assets other than Clearnet Shares and no liabilities whatsoever;
(d) TELUS has had full access to conduct due diligence including full access to all of the books and
records of the Holding Company and its employees, advisors and representatives on or before the
Holdco Election Deadline and TELUS is satisfied, in its sole discretion, that the activities and
operations of the Holding Company including any predecessor company or companies, up to the Takeup
Date, will not expose TELUS to any material risk if it were to acquire the Holding Company, and
merge it into TELUS;
(e) the Holding Company advises TELUS in writing, c/o the Depositary at its office in Calgary as shown on
the last page hereof at or prior to 12:00 noon (Calgary time) on or before October 2, 2000, that its
Holdco Shareholder wishes to avail itself of the Holdco Alternative at which time TELUS, its
employees, advisors and representatives shall be provided with access and the documents referred to in
(d) above;
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