Offer to purchase CLEARNET.pdf - About TELUS

who elect to exercise the Holding Company Alternative and dispose of Holdco Shares to TELUS and such
Shareholders should consult their own tax advisors. A holder of Clearnet Class B, Class C or Class D Shares or
Holdco Shares who is a non-resident of Canada for the purposes of section 116 of the Tax Act must obtain a
clearance certificate from the CCRA to be provided to the Offerors, whether or not the holder will recognize a gain
as a result of disposing of such Clearnet Shares or Holdco Shares, as the case may be. The failure of such a
Shareholder to provide the clearance certificate on a timely basis will result in the Offerors making required
withholdings under the Tax Act from the purchase consideration payable to such Shareholder and remitting such
amounts to the CCRA on behalf of the Shareholder.
The Tax Act contains certain provisions relating to securities held by certain financial institutions (the
‘‘mark-to-market rules’’). This summary does not take into account the mark-to-market rules and any
Shareholders that are ‘‘financial institutions’’ for the purpose of these rules should consult their own tax
advisors. The Budget proposes amendments relating to the taxation of a benefit realized upon the exercise of an
employee stock option. This summary does not take into account those proposals and a Shareholder who
acquired Clearnet Non-Voting Shares upon the exercise of such an option should consult his or her own tax
advisor with respect to his or her particular circumstances.
This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or
tax advice to any particular Shareholder. Accordingly, Shareholders should consult their own tax advisors with
respect to their particular circumstances.
Eligible Shareholders who would otherwise recognize a capital gain on the exchange of Clearnet Non-Voting
Shares for TELUS Non-Voting Shares may wish to make the election in the Letter of Transmittal to tender the
portion of their Clearnet Non-Voting Shares considered to be exchanged for TELUS Non-Voting Shares to TELUS
for the purpose of making possible a tax-deferred rollover in respect of such Clearnet Non-Voting Shares. Eligible
Shareholders who do not make this election will be deemed under the Offer to have elected to tender such
Clearnet Non-Voting Shares to Acquisition Co. and will not achieve a tax-deferred rollover of such Clearnet Non-
Voting Shares.
Shareholders Resident in Canada
The following portion of this summary is generally applicable to a Shareholder who, at all relevant times,
for purposes of the Tax Act and any applicable income tax treaty or convention, is resident or deemed to be
resident in Canada, deals at arm’s length with Clearnet and the Offerors, is not affiliated with Clearnet or the
Offerors and holds Clearnet Non-Voting Shares as capital property. Clearnet Non-Voting Shares will generally
be considered to be capital property to a Shareholder unless the Shareholder holds such Clearnet Non-Voting
Shares in the course of carrying on a business or the Shareholder has acquired such shares in a transaction or
transactions considered to be an adventure in the nature of trade. Certain Shareholders whose Clearnet Non-
Voting Shares might not otherwise qualify as capital property may make an irrevocable election in accordance
with subsection 39(4) of the Tax Act to have the Clearnet Non-Voting Shares and every ‘‘Canadian security’’ (as
defined in the Tax Act) owned by such Shareholder in the taxation year of the election and in all subsequent
taxation years deemed to be capital property.
General
A Shareholder who accepts an Offer will dispose of all of the Clearnet Non-Voting Shares owned by such
Shareholder to Acquisition Co. and will be subject to the tax consequences described below under ‘‘Sale to
Acquisition Co. Pursuant to the Offers’’ unless the Shareholder is an Eligible Shareholder who makes the election
described in the following paragraph. An Eligible Shareholder includes a Shareholder who elects to receive
TELUS Non-Voting Shares pursuant to the Offers under the Share Alternative or the Combination Alternative
and who, for the purposes of the Tax Act, is resident in Canada, holds Clearnet Non-Voting Shares as capital
property and is not exempt from tax.
An Eligible Shareholder who accepts an Offer and makes the election provided for in the Letter of
Transmittal or Notice of Guaranteed Delivery will dispose of the ‘‘Share Portion’’ (as described below) of such
Shareholder’s Clearnet Non-Voting Shares to TELUS for TELUS Non-Voting Shares (which disposition will be
subject to the tax consequences described below under ‘‘Sale to TELUS Pursuant to the Offers’’) and will
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