Offer to purchase CLEARNET.pdf - About TELUS

outstanding voting shares of Clearnet and more than 35.1% of the economic value of Clearnet (including
more than 66 2 ⁄3% of the Class B Shares and 100% of the Class C Subordinate Voting Shares and Class D
Subordinate Voting Shares), as of September 18, 2000.
Q: HAS CLEARNET RECEIVED A FAIRNESS OPINION IN CONNECTION WITH THE OFFERS
AND THE ACQUISITION?
A: Yes. Clearnet has received an opinion from RBC Dominion Securities Inc. dated August 20, 2000 to the
effect that, as of such date, the consideration to be received by Clearnet shareholders in the offers is fair
from a financial point of view to such shareholders. The full text of such opinion, which sets forth
assumptions made, matters considered and limitations on the review undertaken in connection with the
opinion, is attached as a schedule to Clearnet’s Directors’ Circular, which is being mailed to the
shareholders of Clearnet with the Offers to Purchase and Circular.
Q: WHAT PERCENTAGE OF TELUS NON-VOTING SHARES WILL CLEARNET SHAREHOLDERS
OWN AFTER THE OFFERS AND THE ACQUISITION?
A: After completion of the acquisition of 100% of Clearnet on a fully diluted basis, former Clearnet
shareholders would own approximately 47.6% of the outstanding TELUS Non-Voting Shares, assuming
GTE Corporation does not exercise its pre-emptive right on the issue of TELUS Non-Voting Shares.
Q: WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFERS?
A: The offers are subject to several conditions, including:
(a) two-thirds of the outstanding Clearnet shares of each class on a fully diluted basis, having been validly
tendered and not properly withdrawn;
(b) all required regulatory approvals be received on terms which will not have a material adverse effect on
us or Clearnet or all waiting periods with respect thereto shall have expired;
(c) we shall have determined, acting reasonably, that no action or proceeding or law or regulation shall
have been taken or proposed that prevents or would prevent TELUS from completing the offers or any
subsequent acquisition transaction or would have a material adverse effect on Clearnet;
(d) we shall have determined, acting reasonably, that neither Clearnet nor any of its subsidiaries, associates
or other entities in which it has a material interest have taken any action or disclosed any previously
undisclosed actions which would have a material adverse effect on Clearnet;
(e) all third party consents necessary on a change of control the failure of which to obtain would have a
material adverse effect on Clearnet shall have been obtained on terms satisfactorily to us;
(f) the representations and warranties of the Clearnet Shareholders in the Shareholders Agreements shall
be true and the covenants and all obligations thereunder shall have been complied with unless any
non-performance would not give rise to a material adverse change or a material adverse effect on
the offers;
(g) the board of directors of Clearnet shall not have changed or withdrawn their recommendation to the
Clearnet shareholders;
(h) the representations and warranties of Clearnet in the support agreement shall be correct and Clearnet
shall have complied with its covenants under the support agreement, unless the failure or breach of
which would not have a material effect on Clearnet or materially impair our ability to acquire the
Clearnet shares;
(i) there not having been any change in the business, operations, assets, financial condition, rights or
permits of Clearnet and its subsidiaries which in the opinion of us or our banks would have a material
adverse effect on Clearnet; and
(j) neither we nor our banks becoming aware of any untrue statement of a material fact or omission to
state a material fact that would make any document filed by Clearnet with any regulatory body
misleading.
ii