Offer to purchase CLEARNET.pdf - About TELUS

Notwithstanding the foregoing, an Offer may not be extended by the Offerors if all of the terms and
conditions of such Offer (other than those waived by the Offerors) have been fulfilled or complied with, unless
the Offerors first take up and pay for all Clearnet Shares then deposited under such Offer and not withdrawn. In
such event, the Offers may be extended for an aggregate period not to exceed 20 Business Days (a ‘‘subsequent
offering period’’), beginning after the time that the Offerors pay for and exchange Clearnet Shares tendered in
the Offers. During a subsequent offering period, Shareholders may tender, but not withdraw, Clearnet Shares,
and receive the consideration payable in the Offers. Pursuant to Rule 14d-11 under the 1934 Act, no withdrawal
rights apply to Clearnet Shares tendered in the Offers and accepted for payment or exchange. During a
subsequent offering period, the Offerors will promptly deliver TELUS Non-Voting Shares and cash in
consideration for Clearnet Shares tendered.
Where the terms of an Offer are varied, the Offer will not expire before 10 days after the notice of the
variation has been given, unless otherwise permitted by applicable Law and subject to extension, abridgement or
elimination of that period pursuant to such orders as may be granted by applicable courts and securities
regulatory authorities.
If before the Expiry Time, or after the Expiry Time, but before the expiry of all rights of withdrawal with
respect to an Offer, a change occurs in the information contained in the Offers to Purchase or the Circular, as
amended from time to time, that would reasonably be expected to affect the decision of a Shareholder to accept
or reject the Offer (other than a change that is not within the control of the Offerors or their affiliates), the
Offerors will give written notice of such change to the Depositary at its principal office in Calgary, Alberta and
will cause the Depositary to provide as soon as practicable thereafter a copy of such notice in the manner set
forth under ‘‘Notice and Delivery’’ in Section 11 of the Offers to Purchase, to all registered holders of Clearnet
Shares that have not been taken up under such Offer at the date of the occurrence of the change. As soon as
possible after giving notice of a change in information to the Depositary, the Offerors will make a public
announcement of the change in information and provide a copy of the notice thereof to the TSE and NASDAQ.
Any notice of change in information will be deemed to have been given and to be effective on the day on which
it is delivered or otherwise communicated to the Depositary at its principal office in Calgary, Alberta.
During any such extension, or in the event of any variation or change in information, all Clearnet Shares
previously deposited and not taken up or withdrawn will remain subject to the applicable Offer and may be
accepted for purchase by the Offerors in accordance with the terms hereof, subject to the provisions set out
under ‘‘Withdrawal of Clearnet Shares’’ in Section 8 of the Offers to Purchase. An extension of the Expiry Time,
a variation of an Offer or a change in information contained in the Offers to Purchase or the Circular does not
constitute a waiver by the Offerors of their rights set out under ‘‘Conditions of the Offers’’ in Section 4 of the
Offers to Purchase. If the consideration being offered for the Clearnet Shares under the Offers is increased, the
increased consideration will be paid to all depositing Shareholders whose Clearnet Shares are taken up under
such Offers.
See also ‘‘Background to the Offers — Support Agreement’’ and ‘‘— Shareholders Agreements and
Related Agreements’’ in the Circular.
6. Payment for Deposited Clearnet Shares
Upon the terms and subject to the conditions of the Offers, the Offerors will take up Clearnet Shares duly
and validly tendered to the Offers in accordance with the terms thereof on or as soon after the Expiry Time as
the Offerors are permitted by Law to take up such securities and the conditions of the applicable Offers (as the
same may be amended or waived) have been satisfied or waived. The Offerors will pay for Clearnet Shares taken
up under the Offers in accordance with the terms of the Offers promptly and in any event, on or before the date
on which the Offerors are required by Law to make such payment.
For the purposes of each Offer, the Offerors will be deemed to have taken up and accepted for payment
Clearnet Shares validly deposited under the Offer and not withdrawn if, as and when the Offerors give written
notice (or other communication confirmed in writing) to the Depositary to that effect.
Subject to applicable Law, the Offerors reserve the right, in their sole discretion, to delay taking up or
paying for any Clearnet Shares or to terminate an Offer and not take up or pay for any Clearnet Shares if any
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