Offer to purchase CLEARNET.pdf - About TELUS

Under certain circumstances, Shareholders may be required to provide information and certification
regarding beneficial ownership of the Clearnet Shares, typically on an Internal Revenue Service Form W-9 (or in
the case of non-United States Shareholders, on Form W-8BEN), in order to avoid the imposition of backup
withholding tax at a rate of 31 percent on the cash proceeds of the sale.
The foregoing discussion may not apply to Shareholders who acquired their Clearnet Shares pursuant to
exercise of employee stock options or other compensation arrangements with Clearnet, or who are otherwise
subject to special tax treatment. The tax discussion above is based upon laws, regulations, rulings and decisions
now in effect, all of which are subject to change, possibly retroactively. Each Shareholder is urged to consult his,
her or its own tax advisor with respect to the tax consequences of the Offers, including the application and effect
of state, local, foreign or other tax laws.
OTHER MATTERS RELATING TO THE OFFERS
Depositary and U.S. Forwarding Agent
The Offeror has engaged Montreal Trust Company of Canada, as the Depositary, and Computershare
Investor Services, LLC, as the U.S. Forwarding Agent, for the receipt of certificates in respect of Clearnet
Shares and Letters of Transmittal deposited under the Offers. In addition, the Depositary will receive Notices of
Guaranteed Delivery deposited under the Offers at its office in Toronto. The duties of the Depositary also
include assisting in making settlement under the Offers. The Depositary and the U.S. Forwarding Agent will
receive reasonable and customary compensation from the Offerors for their services in connection with the
Offers, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities,
including liabilities under securities laws, and expenses in connection therewith.
Financial Advisors, Dealer Managers and Soliciting Dealer Group
The Offerors retained TD Securities Inc. and J.P. Morgan & Co. Incorporated to act as its financial advisors
in connection with the Offers. TD Securities will be paid a fee of $8.725 million and J.P. Morgan & Co.
Incorporated will be paid a fee of U.S.$6.3 million upon successful completion of the Offers.
In Canada, TD Securities Inc. and J. P. Morgan Securities Canada Inc. and, in the United States, J. P.
Morgan Securities Inc. and TD Securities (U.S.A.) Inc. have been retained to act as the Dealer Managers in
connection with the Offers and to solicit acceptances of the Offers from Shareholders in Canada and the United
States, respectively. The Dealer Managers will receive reimbursement of specified expenses. In addition, the
Dealer Managers will be indemnified by TELUS against certain liabilities, including liabilities under applicable
securities laws.
The Dealer Managers have agreed to form the soliciting dealer group to be established to solicit
acceptances of the Offers from holders of Clearnet Shares resident in Canada. The soliciting dealer agreement
(the ‘‘Soliciting Dealer Agreement’’) to be entered into among the Offerors and the Dealer Managers shall
provide for the formation of a soliciting dealer group (the ‘‘Soliciting Dealer Group’’) comprising members the
Investment Dealers Association of Canada and members of the TSE to solicit acceptances of the Offers. The
Dealer Managers will not be paid any additional fee for their services as such. Each member of the Soliciting
Dealer Group, including the Dealer Managers, is referred to herein as a ‘‘Soliciting Dealer’’. The Soliciting
Dealer Agreement shall provide that each Soliciting Dealer whose name appears in the appropriate space on the
Letter of Transmittal accompanying a deposit of Clearnet Shares from a holder resident in Canada, shall be
entitled to receive a fee of $0.35 for each Clearnet Non-Voting Share deposited and taken up by the Offerors
under the Offers. The aggregate amount payable to a Soliciting Dealer with respect to any single depositing
Shareholder will be not less than $75, in the event that 100 or more Clearnet Non-Voting Shares are deposited
by a particular Shareholder, and not more than $1,500. Where Clearnet Non-Voting Shares deposited and
registered in a single name are beneficially owned by more than one person, the minimum and maximum
amounts will be applied separately in respect of each such beneficial owner. The Offerors may require the
Soliciting Dealer to furnish evidence of such beneficial ownership satisfactory to the Offerors before payment of
such fee.
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