Offer to purchase CLEARNET.pdf - About TELUS

with the adjusted cost base of all other TELUS Non-Voting Shares held by the Shareholder immediately prior to
the exchange for the purpose of determining thereafter the adjusted cost base of each TELUS Non-Voting Share
held by such Shareholder.
If the Eligible Shareholder chooses to treat the disposition of Clearnet Non-Voting Shares to TELUS as a
taxable transaction, such Shareholder will be subject to the tax consequences described above under ‘‘Sale to
Acquisition Co. Pursuant to the Offers’’.
Subsequent Transactions
As described under ‘‘Acquisition of Clearnet Shares Not Deposited Under the Offers’’, the Offerors may, in
certain circumstances, acquire Clearnet Shares not deposited under the Offers pursuant to a Compulsory
Acquisition. The consequences under the Tax Act to a Shareholder whose Clearnet Non-Voting Shares are
acquired under a Compulsory Acquisition will generally be as described above.
If a Compulsory Acquisition is not utilized, the Offerors may propose a Subsequent Acquisition Transaction
to acquire the remaining Clearnet Shares. The income tax treatment of a Subsequent Acquisition Transaction to
a Shareholder will depend upon the exact manner in which the Subsequent Acquisition Transaction is carried
out and may be substantially the same as or materially different from that described above. Depending upon the
exact manner in which the Subsequent Acquisition Transaction is carried out, the income tax consequences to a
Shareholder may include a deemed dividend, a capital gain or capital loss, or both a deemed dividend and
a capital gain or capital loss. The income tax consequences to a Shareholder who dissents with respect to a
Subsequent Acquisition Transaction and receives the fair value of the Shareholder’s Clearnet Non-Voting Shares
will also depend upon the nature of such transaction and may include a deemed dividend, a capital gain or
capital loss, or both a deemed dividend and a capital gain or capital loss. Any such deemed dividends will be
subject to the income tax rules applicable to taxable dividends received from taxable Canadian corporations and
the income tax treatment of such deemed dividends will vary depending upon whether the Shareholder is an
individual, corporation, trust or partnership. The amount of any such deemed dividend will reduce the proceeds
of disposition for purposes of calculating the Shareholder’s capital gain or capital loss on the disposition of
shares to which the deemed dividend relates. The calculation and income tax treatment of any such capital gain
or capital loss would be as described above. Shareholders should consult their own tax advisors for advice with
respect to the income tax consequences to them of having their Clearnet Non-Voting Shares acquired pursuant
to a Subsequent Acquisition Transaction.
Shareholders Not Resident in Canada
The following portion of this summary is generally applicable to a Shareholder who, at all relevant times,
for the purposes of the Tax Act and any applicable tax treaty or convention, is not 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, holds the Clearnet Non-Voting Shares as capital property and does not use or hold, and is not deemed
to use or hold, the Clearnet Non-Voting Shares in connection with carrying on a business in Canada (a
‘‘Non-Resident Shareholder’’). The Tax Act contains provisions relevant to a non-resident insurer that carries on
business in Canada and elsewhere which this summary does not take into account, and such Shareholders should
consult their own tax advisors.
A Non-Resident Shareholder will not be subject to tax under the Tax Act on a capital gain realized on a
disposition of Clearnet Non-Voting Shares pursuant to the Offers, unless those shares constitute ‘‘taxable
Canadian property’’ to the Non-Resident Shareholder. Even if the Clearnet Non-Voting Shares are taxable
Canadian property to the Non-Resident Shareholder, a capital gain realized upon the disposition may be exempt
from tax under the Tax Act pursuant to the provisions of an applicable income tax treaty or convention to which
Canada is a party.
Provided that the Clearnet Non-Voting Shares remain listed on a prescribed stock exchange, shares of that
class will generally be taxable Canadian property to a Non-Resident Shareholder only if, at any time during the
five-year period immediately preceding the disposition, the Non-Resident Shareholder, either alone or together
with persons with whom the Non-Resident Shareholder did not deal at arm’s length, owned (or had under
option) 25% or more of the shares of any class or series of shares of Clearnet. Clearnet Non-Voting Shares may
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