OFFER TO PURCHASE FOR CASH EMERGIS INC ... - About TELUS

“CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c.C-4, as amended from time to time;
“CDS” means CDS Clearing and Depository Services Inc.;
“CDSX” means the CDS on-line tendering system pursuant to which book-entry transfers may be effected;
“Circular” means the take-over bid circular accompanying the Offer and forming part thereof;
“Commissioner” means the Commissioner of Competition appointed under the Competition Act or any Person duly
authorized to exercise the powers and perform the duties of the Commissioner of Competition, including any
representative of the Canadian Competition Bureau;
“Compelled Acquisition” has the meaning ascribed thereto in Section 8 of the Circular, “Acquisition of Shares Not
Deposited — Compelled Acquisition”;
“Competition Act” means the Competition Act (Canada), R.S.C. 1985, c.C-34, as amended from time to time;
“Competition Tribunal” has the meaning ascribed thereto in the Competition Act;
“Compulsory Acquisition” has the meaning ascribed thereto in Section 8 of the Circular, “Acquisition of Shares
Not Deposited — Compulsory Acquisition”;
“Compulsory Acquisition Transaction” has the meaning ascribed thereto in Section 8 of the Circular, “Acquisition
of Shares Not Deposited — Compulsory Acquisition”;
“Confidentiality Agreement” has the meaning ascribed thereto in Section 6 of the Circular, “Agreements Related to
the Offer — Confidentiality Agreement”;
“Dealer Managers” means, in Canada, J.P. Morgan Securities Canada Inc. and, in the United States, J.P. Morgan
Securities Inc.;
“Depositary” means Computershare Investor Services Inc., in its capacity as depositary under the Offer;
“Deposited Shares” has the meaning ascribed thereto in Section 3 of the Offer, “Manner of Acceptance —
Dividends and Distributions”;
“Deposit Period” means the period commencing on the date hereof and ending at the Expiry Time;
“Directors’ Circular” means the circular to be prepared by the Board of Directors and to be sent to all Shareholders
in connection with the Offer;
“Dissenting Offeree” has the meaning ascribed thereto in Section 8 of the Circular, “Acquisition of Shares Not
Deposited — Compulsory Acquisition”;
“Distributions” has the meaning ascribed thereto in Section 3 of the Offer, “Manner of Acceptance — Dividends
and Distributions”;
“DTC” means The Depository Trust Company;
“Effective Date” means the first date on which the Offeror takes up and pays for Shares under the Offer;
“Effective Time” means 1:00 a.m. (Eastern Standard Time) on the Effective Date;
“Eligible Institution” means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents
Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New
York Stock Exchange, Inc. Medallion Signature Program (MSP), where the members of these programs are usually
members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association
of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States;
“Emergis” means Emergis Inc., a corporation incorporated under the federal Laws of Canada;
“Emergis Disclosure Letter” means the disclosure letter of Emergis relating to the Support Agreement;
“Emergis Representative” means any officer, director, employee, representative or agent of Emergis or any of its
Subsidiaries, including for greater certainty any investment banker, financial advisor or legal counsel;
“Employment Agreements” means the employment agreements between TELUS and each of the Management
Employees;
“Exclusivity Agreement” has the meaning ascribed thereto in Section 6 of the Circular, “Agreements Related to the
Offer — Exclusivity Agreement”;
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