Offer to purchase CLEARNET.pdf - About TELUS

12. Acquisition of Clearnet Shares Not Deposited
If, within 120 days after the date of the Offers and subject to the terms and conditions of the Offers, the
Offers have been accepted by the holders or not less than 90% of the Clearnet Shares and such Clearnet Shares
have been taken up and paid for by the Offerors, the Offerors currently intend to acquire the remaining
Clearnet Shares pursuant to the compulsory acquisition provisions of the CBCA on the same terms on which the
Offerors acquired Clearnet Shares pursuant to the Offers. If the Offerors take up and pay for Clearnet Shares
deposited under the Offers and such statutory right of compulsory acquisition is not available or if the Offerors
elect not to proceed by way of statutory right, the Offerors intend to acquire, directly or indirectly, all of the
Clearnet Shares not deposited under the Offers by way of a subsequent acquisition transaction. The Offerors
will cause the Clearnet Shares acquired under the Offers to be voted in favour of such a transaction and to be
counted as part of any minority or independent shareholder approval that may be required in connection with
such a transaction. If the Minimum Deposit Condition is satisfied, the Offerors believe that they will own
sufficient Clearnet Shares to effect such a transaction. See ‘‘Acquisition of Clearnet Shares Not Deposited
Under the Offers’’ in the Circular.
13. Other Terms of the Offers
No stockbroker, investment dealer or other person has been authorized to give any information or make any
representation on behalf of the Offerors or their affiliates other than as contained herein or in the accompanying
Circular, and if any such information is given or made, it must not be relied upon as having been authorized. No
broker, dealer or other person shall be deemed to be the agent of the Offerors, the Dealer Manager, the Depositary
or the U.S. Forwarding Agent for the purposes of the Offers. In any jurisdiction in which the Offers are required
to be made by a licensed broker or dealer, the Offer shall be made on behalf of the Offerors by brokers or dealers
licensed under the laws of such jurisdiction.
The Offers to Purchase and Circular constitute the take-over bid circular required under applicable
Canadian securities legislation with respect to the Offers.
The Offers and all contracts resulting from the acceptance hereof shall be governed by, and construed in
accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein. Each
party to any agreement resulting from the acceptance of an Offer unconditionally and irrevocably attorns to the
exclusive jurisdiction of the courts of the Province of British Columbia and the courts of appeal therefrom.
The provisions of the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery
accompanying the Offers to Purchase, including the instructions contained therein, as applicable, form part of
the terms and conditions of the Offers. The Offerors will, in their sole discretion, be entitled to make a final and
binding determination of all questions relating to the interpretation of the Offers to Purchase, the Circular, the
Letter of Transmittal and the Notice of Guaranteed Delivery, including, without limiting the foregoing,
the validity of any acceptance of an Offer, the qualifications of any Shareholder as an Eligible Shareholder or as
a resident of Canada for the purposes of section 116 of the Tax Act, the validity of any acceptance of the Offers
and any withdrawals of Clearnet Shares, the satisfaction or non-satisfaction of any condition, the validity, time
and effect of any deposit of Clearnet Shares or notice of withdrawal of Clearnet Shares, and the due completion
and execution of the Letters of Transmittal and Notices of Guaranteed Delivery. The Offerors reserve the right
to waive any defect in acceptance with respect to any particular Clearnet Share or any particular Shareholder.
There shall be no obligation on the Offerors, the Dealer Manager, the Depositary or the U.S. Forwarding Agent
to give notice of any defects or irregularities in acceptance and no liability shall be incurred by any of them for
failure to give any such notification.
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