THEM TO YOU BY FIRST CLASS MAIL, OR ANOTHER EQUALLY PROMPT MEANS, WITHIN ONE BUSINESS DAY AFTER WE RECEIVE YOUR REQUEST. We have not authorized anyone <strong>to</strong> give any information or make any representation about our <strong>Offer</strong>s that is different from, or in addition <strong>to</strong>, that contained in these <strong>Offer</strong>s <strong>to</strong> Purchase and Circular or in any of the materials that we have incorporated by reference in<strong>to</strong> these <strong>Offer</strong>s <strong>to</strong> Purchase and Circular. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies. v
SUMMARY The following is a summary only and is qualified by the detailed provisions contained elsewhere in the <strong>Offer</strong>s <strong>to</strong> Purchase and Circular. Capitalized terms used herein, where not otherwise defined, are defined in the accompanying Definitions. The information concerning Clearnet contained herein and in the <strong>Offer</strong>s <strong>to</strong> Purchase and Circular has been taken from or is based upon publicly available documents or records on file with Canadian securities regula<strong>to</strong>ry authorities and other public sources at the time of the <strong>Offer</strong>s, unless otherwise indicated. All currency amounts expressed herein, unless otherwise indicated, are expressed in Canadian dollars. Shareholders are urged <strong>to</strong> read the <strong>Offer</strong>s <strong>to</strong> Purchase and Circular in its entirety. The <strong>Offer</strong>s We are offering <strong>to</strong> acquire all of the issued and outstanding Clearnet Non-Voting Shares, Class B Shares, Class C Shares and Class D Shares, including Clearnet Non-Voting Shares which may become outstanding on the exercise of options, warrants, convertible debentures or other rights <strong>to</strong> <strong>purchase</strong> or acquire Clearnet Non-Voting Shares, but excluding Clearnet Non-Voting Shares owned by <strong>TELUS</strong> or Acquisition Co. or their affiliates or associates, for, at the election of the Shareholder: • $70.00 in cash for each Clearnet Non-Voting Share, Class C Share or Class D Share or $0.70 in cash for each Class B Share (the ‘‘Cash Alternative’’); • 1.636 <strong>TELUS</strong> Non-Voting Shares for each Clearnet Non-Voting Share, Class C Share or Class D Share or 0.01636 <strong>TELUS</strong> Non-Voting Share for each Class B Share (the ‘‘Share Alternative’’); or • a combination of the foregoing (the ‘‘Combination Alternative’’); subject <strong>to</strong> proration as hereinafter described. The maximum amount of cash payable pursuant <strong>to</strong> the <strong>Offer</strong>s, including any amounts payable in lieu of the issuance of fractional <strong>TELUS</strong> Non-Voting Shares, shall not exceed 50% of the <strong>to</strong>tal consideration payable under the <strong>Offer</strong>s and the maximum value of the <strong>TELUS</strong> Non-Voting Shares issuable by <strong>TELUS</strong> pursuant <strong>to</strong> the <strong>Offer</strong>s shall not exceed 50% of the <strong>to</strong>tal consideration payable under the <strong>Offer</strong>s. Shareholders who otherwise validly accept an <strong>Offer</strong> but fail in the Letter of Transmittal or Notice of Guaranteed Delivery <strong>to</strong> properly elect, as applicable, the Cash Alternative, the Share Alternative or the Combination Alternative shall be deemed <strong>to</strong> have elected the Share Alternative. See Section 1 of the <strong>Offer</strong>s <strong>to</strong> Purchase, ‘‘The <strong>Offer</strong>s’’. We will not issue fractional <strong>TELUS</strong> Non-Voting Shares pursuant <strong>to</strong> the <strong>Offer</strong>s. In lieu of a fractional <strong>TELUS</strong> Non-Voting Share, a Shareholder accepting an <strong>Offer</strong> will receive a cash payment determined on the basis of an amount equal <strong>to</strong> the Average Price multiplied by the fractional share amount. The <strong>TELUS</strong> Non-Voting Shares and the Clearnet Non-Voting Shares are each listed for trading on the TSE. The Class A Non-Voting Shares are also listed for trading on NASDAQ. On August 18, 2000, the last trading date prior <strong>to</strong> the public announcement by <strong>TELUS</strong> of its intention <strong>to</strong> make the <strong>Offer</strong>s, the closing price of a Clearnet Non-Voting Share was $45.80 on the TSE and US$31.00 on NASDAQ. On the same day, the closing price of a <strong>TELUS</strong> Non-Voting Share was $43.25 and the weighted average trading price of <strong>TELUS</strong> Non-Voting Shares was $42.79 on the TSE. The closing price of a <strong>TELUS</strong> Non-Voting Share on September 18, 2000 was $39.60 on the TSE. <strong>TELUS</strong> <strong>TELUS</strong> is the second largest Canadian telecommunications provider offering a full range of communication services. Its subsidiaries provide telecommunications services and solutions including voice, data, cellular, Internet, information management and advertising. Voice and data communications, carried over both wireline and wireless networks, are the major lines of business. Interconnection with other communications carriers enables the cus<strong>to</strong>mers of <strong>TELUS</strong> <strong>to</strong> communicate nationally and globally. <strong>TELUS</strong> serves approximately 99% of British Columbia’s population of approximately 4.0 million residents and approximately 100% of Alberta’s population of approximately 3.0 million residents. Its network includes the British Columbia and Alberta portion of a cross Canada route for wireline, data and image communications services including the British Columbia and Alberta portion of the coast-<strong>to</strong>-coast microwave networks and the 1
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