Offer to purchase CLEARNET.pdf - About TELUS

(f) the Holdco Shareholder properly completes and duly executes and delivers to the Depositary a Holdco
Letter of Transmittal and Election Form (in a form to be provided by the Depositary), together with
the certificate(s) representing the Holdco Shares and the Clearnet Shares held by the Holding
Company on or before the Holdco Election Deadline;
(g) on or before the Holdco Election Deadline, the Holdco Shareholder and its Holding Company enter
into a Holdco Agreement with, among others, TELUS in a form required by TELUS and provide
TELUS with such documents and do such acts as may be required under the terms of the Holdco
Agreement, including without limiting the generality of the foregoing, releases if required from any
person with whom the Holding Company has dealings or has any indebtedness and any consents or
waivers which TELUS determines may be necessary or prudent, all such documents to be in such forms
as approved by TELUS in its absolute discretion;
(h) the Holdco Shareholder provides TELUS and the Banks, if required, with security satisfactory to
TELUS or the Banks, as the case may be, in respect of its indemnification obligations under the
Holdco Agreement or as otherwise may be required;
(i) the Holdco Shareholder and its Holding Company pay to TELUS on or before the Holdco Election
Deadline, all costs and expenses incurred by TELUS or to be incurred by TELUS after the Take-up
Date in connection with the review, consideration and completion of the Holdco Alternative for that
Holding Company including costs to be paid to any counsel or advisors of TELUS and the costs
(including charges for time spent) incurred by employees of TELUS in reviewing, considering and
completing that Holdco Alternative and including the costs of the winding up or merger with TELUS
which costs will be payable notwithstanding that the Holdco Alternative does not proceed for
whatsoever reason;
(j) the Holdco Shareholder and its Holding Company agree that the rights and obligations of TELUS
under the Holdco Agreement will terminate if the Offers are withdrawn; and
(k) not more than five Holding Companies will be purchased under the Holdco Alternative and if the
Holdco Alternative is elected by more than five Holding Companies on or before the date specified in
(e) above, the Holdco Alternative will not be available to any Holdco Shareholders or Holding
Company;
provided that the Holdco Agreement (referred to in (g) above) and the Holdco Letter of Transmittal and
Election Form (referred to in (f) above) and any accompanying required documentation must be delivered to
the Depositary at its offices in Calgary as set forth on the last page of this Circular at or prior to 4:30 p.m.
(Calgary time) on the Holdco Election Deadline. In the event that TELUS shall acquire on the initial Take-up
Date all of the Holdco Shares pursuant to a Holdco Agreement, TELUS shall be deemed for the purpose of the
Offers to have taken up and paid for the Clearnet Shares held by the Holding Company.
The Holdco Shareholder must prepare and file, at its own cost and expense, all tax returns of the Holding
Company in respect of all periods ending on or prior to the Effective Date, subject to TELUS’ right to approve
all such returns as to form and substance.
8. Withdrawal of Clearnet Shares
Except as otherwise provided in this Section 8, all deposits of Clearnet Shares under the Offers are
irrevocable. Shares deposited pursuant to the Offer may be withdrawn at the place of deposit by or on behalf of
the depositing Shareholder (unless otherwise required or permitted by applicable Law):
(a) at any time before 12:01 a.m. (local time at the place of deposit) on October 19, 2000;
(b) at any time after November 6, 2000, provided that the Clearnet Shares have not been taken up and
paid for by the Offerors prior to the receipt by the Depositary of the notice of withdrawal in respect of
such Clearnet Shares.
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