Offer to purchase CLEARNET.pdf - About TELUS

systems. Change in the regulation of TELUS business activities including decisions by regulators affecting
TELUS operations (such as the granting or renewal of licences or decisions as to rates TELUS may charge its
customers) or changes in the interpretations of existing regulations by courts or regulators, could adversely affect
TELUS results of operations.
The operation of cellular, PCS and other radio-telecommunications systems in Canada is subject to
licensing requirements and the oversight of Industry Canada. Spectrum licenses are issued at the discretion of
the Minister of Industry pursuant to the Radiocommunication Act and through the Spectrum Auction. Industry
Canada has the authority at any time to amend the license conditions applicable to the provision of such services
in Canada to the extent necessary to ensure the efficient and orderly development of radiocommunication
facilities and services in Canada. Industry Canada can revoke a license at any time for failure to comply with its
terms by consent or the failure to pay license fees. At this time, TELUS knows of no reason why its current
licenses will not be renewed as they expire. There is no guarantee that TELUS will be awarded a spectrum
license by the Minister or through the Spectrum Auction.
Radio Frequency Emission Concerns
Media reports have suggested that certain radio frequency emissions from cellular telephones may be
linked to certain medical conditions such as cancer. In addition, certain interest groups have requested
investigations into claims that digital transmissions from handsets used in connection with digital wireless
technologies pose health concerns and cause interference with hearing aids and other medical devices. There
can be no assurance that the findings of such studies will not have a material effect on TELUS’ wireless business
or will not lead to governmental regulation. The actual or perceived health risks of wireless communications
devices could adversely affect wireless communications service providers through reduced subscriber growth,
reduced network usage per subscriber, threat of product liability lawsuits or reduced availability of external
financing to the wireless communications industry.
Risks of Integration
TELUS expects that the successful completion of the acquisition of Clearnet will result in long-term
strategic benefits and synergies. These anticipated benefits and synergies will depend in part on whether the
operations of TELUS and Clearnet can be integrated in a timely, efficient and effective manner. There can be
no assurance that this will occur. It is possible that this integration will not be accomplished smoothly or
successfully. The process of integrating the operations of the two organizations also could cause an interruption
of, or a loss of momentum in, the activities of either or both of the companies, which could have an adverse
effect on TELUS.
Information on Officers and Directors
The name, citizenship, business address, principal occupation or employment, and five-year employment
history for each of the directors and officers of TELUS and Acquisition Co. and certain other information are
set forth in Annex A hereto. Except as described in this Circular and in Annex A hereto, none of TELUS,
Acquisition Co. or, to the best knowledge of such companies, any of the persons listed on Annex A to the Offers
to Purchase has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters
that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining
the person from future violations of, or prohibiting activities subject to, United States federal or state securities
laws or finding any violation of such laws.
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