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Offer to purchase CLEARNET.pdf - About TELUS

Offer to purchase CLEARNET.pdf - About TELUS

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These conditions <strong>to</strong> the offers are described under ‘‘Conditions of the <strong>Offer</strong>s’’ in Section 4 of the <strong>Offer</strong>s <strong>to</strong><br />

Purchase.<br />

Q: HOW DO I PARTICIPATE IN THE OFFERS?<br />

A: To tender your Clearnet shares, you should do the following:<br />

(a) If you hold shares in your own name, complete and sign the enclosed letter of transmittal and return it<br />

with your share certificates <strong>to</strong> the Depositary (in Canada) or the U.S. Forwarding Agent (in the United<br />

States) at their respective appropriate addresses specified on the back cover page of the <strong>Offer</strong>s <strong>to</strong><br />

Purchase before the expiration of the offers.<br />

(b) If you hold your shares in ‘‘street name’’ through an investment dealer or broker, instruct your<br />

investment dealer or broker <strong>to</strong> tender your shares before the expiration of the offers.<br />

For more information on the timing of the offers, extensions of the offer period and your rights <strong>to</strong><br />

withdraw your shares from the offers before the expiry date, please refer <strong>to</strong> ‘‘The <strong>Offer</strong>s <strong>to</strong> Purchase’’.<br />

Q: WILL I BE ABLE TO TRADE THE <strong>TELUS</strong> SHARES I RECEIVE?<br />

A: The <strong>TELUS</strong> Non-Voting Shares are listed and trade on The Toron<strong>to</strong> S<strong>to</strong>ck Exchange. We are also applying<br />

for the listing of these shares on the New York S<strong>to</strong>ck Exchange.<br />

Q: IS <strong>TELUS</strong>’ FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER MY SHARES<br />

IN THE OFFERS?<br />

A: Yes. Shares of Clearnet accepted in the offers may be exchanged for <strong>TELUS</strong> Non-Voting Shares and so you<br />

should consider our financial condition before you decide <strong>to</strong> become one of our shareholders through the<br />

offers. In considering our financial condition, you should review the documents scheduled and incorporated<br />

by reference in the Circular because they contain detailed business, financial and other information<br />

about us.<br />

Q: WHERE CAN I FIND OUT MORE INFORMATION ABOUT <strong>TELUS</strong> AND <strong>CLEARNET</strong>?<br />

A: You can find out information about <strong>TELUS</strong> and Clearnet from various sources described under ‘‘Where<br />

You Can Obtain More Information’’ on page iv.<br />

Q: WILL <strong>CLEARNET</strong> CONTINUE AS A PUBLIC COMPANY?<br />

A: If the acquisition of 100% of the equity interest in Clearnet occurs, Clearnet shares will no longer be<br />

publicly owned. Even if the acquisition does not occur, if we <strong>purchase</strong> all the tendered shares, there may be<br />

so few remaining Clearnet shareholders and publicly held Clearnet non-voting shares that the shares may<br />

no longer be eligible <strong>to</strong> be quoted on The Toron<strong>to</strong> S<strong>to</strong>ck Exchange, NASDAQ or other securities markets.<br />

There may not be a public trading market for the shares.<br />

Q: IF I DECIDE NOT TO TENDER, HOW WILL THE OFFERS AFFECT MY <strong>CLEARNET</strong> SHARES?<br />

A: If you decide not <strong>to</strong> tender your shares in the offers and the subsequent acquisition of 100% of the equity<br />

interest in Clearnet occurs, you will receive pursuant <strong>to</strong> the acquisition the same consideration per Clearnet<br />

share you own as if you had tendered your shares <strong>to</strong> the offers, without interest. In connection with any<br />

subsequent acquisition, Clearnet shareholders have a right <strong>to</strong> dissent and require appraisal of their<br />

Clearnet shares.<br />

Q: WHO CAN I CALL WITH QUESTIONS ABOUT THE OFFERS?<br />

A: You can contact our information agent, Georgeson Shareholder Communications Inc., as information<br />

agent, collect at (212) 440-9800 or <strong>to</strong>ll-free at 1-800-223-2064.<br />

iii

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