Offer to purchase CLEARNET.pdf - About TELUS

COMMITMENTS TO ACQUIRE SECURITIES OF CLEARNET
The Lock-up Agreements and the other agreements with certain officers and directors of Clearnet are the
only commitments by TELUS to acquire equity securities of Clearnet. None of the Offerors nor any of their
respective directors and senior officers has any commitment to acquire equity securities of Clearnet and, to the
knowledge of such directors and senior officers after reasonable inquiry, no associates of the directors and senior
officers of the Offerors, any person or company acting jointly or in concurrent with the Offerors or any person or
company who beneficially owns, directly or indirectly, more than 10% of any class of equity securities of either of
the Offerors. See ‘‘Background to the Offers — Shareholders Agreements and Related Agreements’’.
ARRANGEMENTS, AGREEMENTS OR UNDERSTANDINGS
Except as set forth below, there are no contracts, arrangements or agreements made or proposed to be
made between the Offerors and any of the directors or officers of Clearnet and no payments or other benefits
are proposed to be made or given by the Offerors to the directors or officers of Clearnet by way of compensation
for loss of office or for remaining in or retiring from office. See ‘‘Background to the Offers’’. TELUS has agreed
to retain George Cope as President and Chief Executive Officer of TELUS Mobility after completion of the
Offers. The terms of Mr. Cope’s employment arrangements are being finalized. In addition, Mr. Cope is
expected to choose, in consultation with Darren Entwistle, his executive team from among the current officers of
Clearnet and the current members of the TELUS Mobility management team. Discussions are or will be
underway, but the selection of the Clearnet officers to be retained and arrangements or agreements with those
officers have not been determined or agreed to at the date hereof. Any officer of Clearnet who is not retained
will not be paid any severance payments other than those they are currently entitled under their employment
agreements with Clearnet.
TELUS is proposing to enter into the following agreements or arrangements with respect to Clearnet
Options. TELUS understands from Clearnet that all of the approximately 4.3 million Clearnet Options
outstanding vest on the mailing of the Offers to Purchase and Circular. TELUS intends to provide the Clearnet
Optionholders with the following alternatives:
(a) Subject to the amendment of the Clearnet Option Plan, TELUS intends to make arrangements with
the Depositary to permit the tender of Clearnet Non-Voting Shares which may be issued on the
Take-up Date pursuant to the exercise of Clearnet Options made conditional and effective only upon
the take-up of Clearnet Shares under the Offers. At that time the Depositary will pay to Clearnet from
the cash consideration to be received by the Clearnet Optionholders an amount equal to the exercise
price payable thereunder and the balance of the consideration will be paid to the Clearnet
Optionholders;
(b) In addition, TELUS intends to give Clearnet Optionholders (who are not U.S. persons within the
meaning of Regulation S under the 1933 Act) the right to convert their Clearnet Options into vested
TELUS options for TELUS Non-Voting Shares pursuant to an option plan adopted by TELUS only for
this purpose, using the share price ratio methodology described below, thereby enabling them to
exercise TELUS options after the Effective Date. The remaining term of the converted TELUS
options will remain the same as the Clearnet Options, and the other terms and conditions of the
converted options will be substantially the same as those under TELUS’ current employee stock
option plan.
The conversion of Clearnet Options into TELUS options is to be done on a basis that will result in
Clearnet Optionholders holding options for TELUS Non-Voting Shares which have an economic value
on the Effective Date no greater than the economic value of their Clearnet Options on the Effective
Date. By way of example, Clearnet Options to purchase 1,000 Clearnet Non-Voting Shares with an
exercise price of $20.00 per share would be replaced by TELUS options to purchase 1,636 TELUS
Non-Voting Shares at the exercise price of $11.27 per share, determined as follows:
(i) the exercise price for the replacement TELUS options ($11.27 in this example) is calculated to
reflect the same ratio between the exercise price and the share price associated with the Clearnet
Options to be converted, i.e. the market value of the Clearnet Non-Voting Shares on the business
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