12. Acquisition of Clearnet Shares Not Deposited If, within 120 days after the date of the <strong>Offer</strong>s and subject <strong>to</strong> the terms and conditions of the <strong>Offer</strong>s, the <strong>Offer</strong>s have been accepted by the holders or not less than 90% of the Clearnet Shares and such Clearnet Shares have been taken up and paid for by the <strong>Offer</strong>ors, the <strong>Offer</strong>ors currently intend <strong>to</strong> acquire the remaining Clearnet Shares pursuant <strong>to</strong> the compulsory acquisition provisions of the CBCA on the same terms on which the <strong>Offer</strong>ors acquired Clearnet Shares pursuant <strong>to</strong> the <strong>Offer</strong>s. If the <strong>Offer</strong>ors take up and pay for Clearnet Shares deposited under the <strong>Offer</strong>s and such statu<strong>to</strong>ry right of compulsory acquisition is not available or if the <strong>Offer</strong>ors elect not <strong>to</strong> proceed by way of statu<strong>to</strong>ry right, the <strong>Offer</strong>ors intend <strong>to</strong> acquire, directly or indirectly, all of the Clearnet Shares not deposited under the <strong>Offer</strong>s by way of a subsequent acquisition transaction. The <strong>Offer</strong>ors will cause the Clearnet Shares acquired under the <strong>Offer</strong>s <strong>to</strong> be voted in favour of such a transaction and <strong>to</strong> be counted as part of any minority or independent shareholder approval that may be required in connection with such a transaction. If the Minimum Deposit Condition is satisfied, the <strong>Offer</strong>ors believe that they will own sufficient Clearnet Shares <strong>to</strong> effect such a transaction. See ‘‘Acquisition of Clearnet Shares Not Deposited Under the <strong>Offer</strong>s’’ in the Circular. 13. Other Terms of the <strong>Offer</strong>s No s<strong>to</strong>ckbroker, investment dealer or other person has been authorized <strong>to</strong> give any information or make any representation on behalf of the <strong>Offer</strong>ors or their affiliates other than as contained herein or in the accompanying Circular, and if any such information is given or made, it must not be relied upon as having been authorized. No broker, dealer or other person shall be deemed <strong>to</strong> be the agent of the <strong>Offer</strong>ors, the Dealer Manager, the Depositary or the U.S. Forwarding Agent for the purposes of the <strong>Offer</strong>s. In any jurisdiction in which the <strong>Offer</strong>s are required <strong>to</strong> be made by a licensed broker or dealer, the <strong>Offer</strong> shall be made on behalf of the <strong>Offer</strong>ors by brokers or dealers licensed under the laws of such jurisdiction. The <strong>Offer</strong>s <strong>to</strong> Purchase and Circular constitute the take-over bid circular required under applicable Canadian securities legislation with respect <strong>to</strong> the <strong>Offer</strong>s. The <strong>Offer</strong>s and all contracts resulting from the acceptance hereof shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein. Each party <strong>to</strong> any agreement resulting from the acceptance of an <strong>Offer</strong> unconditionally and irrevocably at<strong>to</strong>rns <strong>to</strong> the exclusive jurisdiction of the courts of the Province of British Columbia and the courts of appeal therefrom. The provisions of the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery accompanying the <strong>Offer</strong>s <strong>to</strong> Purchase, including the instructions contained therein, as applicable, form part of the terms and conditions of the <strong>Offer</strong>s. The <strong>Offer</strong>ors will, in their sole discretion, be entitled <strong>to</strong> make a final and binding determination of all questions relating <strong>to</strong> the interpretation of the <strong>Offer</strong>s <strong>to</strong> Purchase, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, including, without limiting the foregoing, the validity of any acceptance of an <strong>Offer</strong>, the qualifications of any Shareholder as an Eligible Shareholder or as a resident of Canada for the purposes of section 116 of the Tax Act, the validity of any acceptance of the <strong>Offer</strong>s and any withdrawals of Clearnet Shares, the satisfaction or non-satisfaction of any condition, the validity, time and effect of any deposit of Clearnet Shares or notice of withdrawal of Clearnet Shares, and the due completion and execution of the Letters of Transmittal and Notices of Guaranteed Delivery. The <strong>Offer</strong>ors reserve the right <strong>to</strong> waive any defect in acceptance with respect <strong>to</strong> any particular Clearnet Share or any particular Shareholder. There shall be no obligation on the <strong>Offer</strong>ors, the Dealer Manager, the Depositary or the U.S. Forwarding Agent <strong>to</strong> give notice of any defects or irregularities in acceptance and no liability shall be incurred by any of them for failure <strong>to</strong> give any such notification. 26
The <strong>Offer</strong>s are not being made <strong>to</strong>, nor will deposits of Clearnet Shares be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance hereof would not be in compliance with the laws of such jurisdiction. However, the <strong>Offer</strong>ors may, in their sole discretion, take such action as it may deem necessary <strong>to</strong> extend the <strong>Offer</strong>s <strong>to</strong> Shareholders in any such jurisdiction. Dated: September 20, 2000 <strong>TELUS</strong> CORPORATION 612459 B.C. LTD. By: (Signed) DARREN ENTWISTLE By: (Signed) DARREN ENTWISTLE President and Chief Executive Officer President and Chief Executive Officer 27
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