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

circumstancesprescribedbytheTaxAct.SimilarrulesmayapplywhereaShareisownedbyapartnershiportrustofwhicha
corporation, trust or partnership is a member or beneficiary. Such Resident Holders should consult their own advisors.
A Resident Holder that is throughout the year a “Canadian-controlled private corporation”, as defined in the Tax Act,
may be liable for a refundable tax of 62 ⁄3% on its aggregate investment income for the year, including the eligible portion of
its taxable capital gains.
Capital gains realized by an individual or a trust, other than certain trusts, may give rise to alternative minimum tax under
the Tax Act. Resident Holders should consult their own tax advisors with respect to the alternative minimum tax provisions.
Compulsory Acquisition or Compelled Acquisition
As described in Section 8 of the Circular, “Acquisition of Shares Not Deposited”, the Offeror may, in certain
circumstances, acquire Shares not deposited under the Offer pursuant to a Compulsory Acquisition or a Compelled
Acquisition. The tax consequences to a Resident Holder of a disposition of Shares pursuant to a Compulsory Acquisition
or Compelled Acquisition will generally be as described above under “— Sale Pursuant to the Offer”. Resident Holders
whose Shares may be so acquired should consult their own tax advisors.
Interest awarded by a court to a Resident Holder exercising dissent rights described in Section 8 of the Circular,
“Acquisition of Shares not Deposited”, will be included in the Resident Holder’s income for the purposes of the Tax Act.
Such Resident Holders should consult their own tax advisors.
Subsequent Acquisition Transaction
As described in Section 8 of the Circular, “Acquisition of Shares Not Deposited”, if the Offeror does not acquire all
of the Shares pursuant to the Offer or by means of a Compulsory Acquisition or a Compelled Acquisition, the Offeror may
propose other means of acquiring the remaining issued and outstanding Shares. The tax treatment of a Subsequent
Acquisition Transaction to a Resident Holder will depend upon the exact manner in which the Subsequent Acquisition
Transaction is carried out. Depending on the form of the Subsequent Acquisition Transaction, a Resident Holder may
realize a capital gain or capital loss and/or be deemed to receive a dividend. No opinion is expressed herein as to the tax
consequences of any such transaction to a Resident Holder. Resident Holders should consult their own tax advisors for
advice with respect to the income tax consequences to them of having their Shares acquired pursuant to a Subsequent
Acquisition Transaction.
Holders Not Resident in Canada
This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the Tax
Act, is not, and is not deemed to be, resident in Canada and does not use or hold the Shares in a business carried on in
Canada (a “Non-Resident Holder”).
Sale Pursuant to the Offer
A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of
Shares to the Offeror pursuant to the Offer, unless the Shares are “taxable Canadian property” to the Non-Resident Holder
for purposes of the Tax Act at the time the Shares are disposed of and the Non-Resident Holder is not entitled to relief
under an applicable income tax treaty between Canada and the country in which the Non-Resident Holder is resident.
Generally, the Shares will not constitute taxable Canadian property to a Non-Resident Holder at a particular time
provided that (i) the Shares are listed on a prescribed or designated stock exchange (which includes or will include the
TSX) at that time, and (ii) the Non-Resident Holder, persons with whom the Non-Resident Holder does not deal at arm’s
length for purposes of the Tax Act, or the Non-Resident Holder together with all such persons, have not owned 25% or
more of the issued shares of any class or series of the capital stock of Emergis at any time during the 60 month period that
ends at that time. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Shares could be deemed
to be taxable Canadian property to a Non-Resident Holder.
Even if the Shares are considered to be taxable Canadian property of a Non-Resident Holder at the moment of the
disposition pursuant to this Offer, the Non-Resident Holder may be exempt from tax under the Tax Act pursuant to the
terms of an applicable income tax treaty. Non-Resident Holders should consult their own tax advisors with respect to the
availability of any relief under the terms of any applicable income tax treaty in their particular circumstances.
In the event that the Shares constitute taxable Canadian property to a Non-Resident Holder and any capital gain
realized by the Non-Resident Holder on the disposition of the Shares pursuant to this Offer is not exempt from tax under
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