Offer to purchase CLEARNET.pdf - About TELUS

on any Take-up Date including the number of Clearnet Non-Voting Shares, Class C Shares and Class D Shares
being acquired through any Holding Company under a Holdco Agreement plus (ii) $0.35 times the Class B
Shares to be taken up and paid for on any Take-up Date including the number of Class B Shares being acquired
through any Holding Company under a Holdco Agreement.
‘‘Maximum Take-up Date Share Consideration’’ means the number of TELUS Non-Voting Shares equal to
(i) .818 (being 50% of 1.636) times the aggregate of all Clearnet Non-Voting Shares, Class C Shares, and Class D
Shares to be taken up and paid for on any Take-up Date including the number of Clearnet Non-Voting Shares,
Class C Shares and Class D Shares being acquired through any Holding Company under a Holdco Agreement
plus (ii) .00818 times the Class B Shares to be taken up and paid for on any Take-up Date, including the number
of Class B Shares being acquired through any Holding Company under a Holdco Agreement, rounded down to
the nearest whole number.
‘‘Minimum Deposit Condition’’ has the meaning ascribed thereto in subsection (a) of Section 4 of the Offers to
Purchase, ‘‘Conditions of the Offers’’.
‘‘Minister’’ means the Minister of Industry for Canada of the Department of Industry or any officer or official
thereof, as the context requires.
‘‘NASDAQ’’ means the National Association of Securities Dealers Automated Quotation System National
Market.
‘‘Notice of Guaranteed Delivery’’ means the Notice of Guaranteed Delivery for Deposit of Clearnet Shares in the
form accompanying the Offers to Purchase and Circular, or a facsimile thereof.
‘‘NYSE’’ means the New York Stock Exchange.
‘‘Offer’’ means the offer to acquire Clearnet Non-Voting Shares, the offer to acquire Class B Shares, the offer to
acquire Class C Shares or the offer to acquire Class D Shares, and ‘‘Offers’’ means the Offer to acquire Clearnet
Non-Voting Shares, the Offer to acquire Class B Shares, the Offer to acquire Class C Shares and the Offer to
acquire Class D Shares, collectively. For greater certainty, each of the Offers is a separate Offer to purchase and
each Offer may be extended, varied or changed, and the condition or conditions of any Offer may be waived
without similarly extending, varying or changing the other Offers or waiving a condition or the conditions of the
other Offers.
‘‘Offerors’’ means TELUS and Acquisition Co., and ‘‘Offeror’’ means either one of them.
‘‘Offer Period’’ means the period commencing on the date hereof and ending at the Expiry Time.
‘‘OSC’’ means the Ontario Securities Commission.
‘‘OSC Rule 61-501’’ means Rule 61-501 of the OSC.
‘‘PCS’’ means personal communications service.
‘‘Person’’ includes an individual, body corporate, partnership, syndicate or other form of unincorporated entity.
‘‘Policy Q-27’’ means Policy Statement No. Q-27 of the CVMQ.
‘‘QuébecTel Group’’ means The QuébecTel Group Inc.
‘‘QuébecTel Territory’’ means the traditional serving territory of QuébecTel Communications Inc. in the Province
of Quebec.
‘‘Radiocommunication Act’’ means the Radiocommunication Act, R.S.C. 1985, c. R-2 and the regulations
thereunder, as amended.
‘‘Share Alternative’’ has the meaning ascribed thereto in subsection (b) of Section 1 of the Offers to Purchase,
‘‘The Offers’’.
‘‘Shareholders’’ mean the holders of Clearnet Shares and where the context so requires include the Holdco
Shareholders.
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