Offer to purchase CLEARNET.pdf - About TELUS

QUESTIONS AND ANSWERS ABOUT THE OFFERS AND THE PROPOSED ACQUISITION
Q: WHAT IS TELUS PROPOSING?
A: We are offering, directly and through 612459 B.C. Ltd., our wholly-owned indirect subsidiary, to exchange
cash, TELUS Non-Voting Shares or a combination of both, subject to certain prorations as described in
response to the next question, for each outstanding Class A Non-Voting Share, Class B Share, Class C
Subordinate Voting Share and Class D Subordinate Voting Share of Clearnet. As a result of the offers and
any subsequent acquisition of the remaining equity interest in Clearnet, Clearnet will become an indirect
wholly-owned subsidiary of TELUS.
Q: WHAT WOULD I RECEIVE IN EXCHANGE FOR MY CLEARNET SHARES?
A: We are offering to exchange (i) Cdn$70.00 in cash, or 1.636 TELUS Non-Voting Shares, or a combination of
the foregoing for each Class A Non-Voting Share, Class C Subordinate Voting Share or Class D
Subordinate Voting Share of Clearnet, and (ii) Cdn$0.70 in cash, or 0.01636 TELUS Non-Voting Share, or a
combination of the foregoing for each Class B Share of Clearnet that in either case, is validly tendered and
not properly withdrawn provided that not more than 50% of the total consideration paid under the offers
will be cash and not more than 50% of the total consideration paid under the offers will be TELUS
Non-Voting Shares.
You will not receive any fractional TELUS Non-Voting Shares in the offers. Instead, you will receive cash in
an amount equal to the market value of any fractional shares you would otherwise have been entitled to
receive based on an average trading price of TELUS Non-Voting Shares.
Q: HOW LONG WILL IT TAKE TO COMPLETE THE OFFERS AND THE ACQUISITION OF THE
REMAINING EQUITY INTEREST IN CLEARNET?
A: We expect to complete the offers by October 31, 2000; however, the timing may be delayed if we have not
received the necessary regulatory approvals at that time. We also expect to complete the acquisition shortly
after we complete the offers if we acquire 90% of each class of the shares of Clearnet in the offers as
provided by Canadian law. If less than 90% of any class of the shares of Clearnet are tendered in the offers,
then an acquisition of the remaining equity interest in Clearnet will require Clearnet shareholder approval
and we intend to complete the acquisition shortly after holding a meeting of Clearnet shareholders to
approve such acquisition. Upon completion of the offers we will hold a sufficient number of Clearnet
Shares to approve the acquisition transaction. We must also obtain regulatory clearance prior to completion
of the offers and the subsequent acquisition transaction.
Q: WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?
A: If you are the registered owner of your Clearnet shares and you tender your Clearnet shares directly to the
Depositary or the U.S. Forwarding Agent or use the services of a dealer manager or a member of the
soliciting dealer group, you will not have to pay brokerage fees or incur similar expenses. If you own your
shares through a broker or other nominee who is not a member of the soliciting dealer group, and your
broker tenders the shares on your behalf, your broker may charge you a fee for doing so. You should consult
your broker or nominee to determine whether any charges will apply.
Q: DOES CLEARNET SUPPORT THE OFFERS?
A: Yes, Clearnet has entered into a support agreement with us whereby it has agreed to support the offers and
Clearnet’s board of directors has unanimously recommended that Clearnet shareholders accept the offers
and tender their shares pursuant to the offers. Information about the recommendation of Clearnet’s board
of directors is more fully set forth in Clearnet’s Directors’ Circular, which is being mailed to Clearnet
shareholders together with the Offers to Purchase and Circular.
Q: HAVE ANY CLEARNET SHAREHOLDERS AGREED TO TENDER THEIR SHARES?
A: Yes. We have entered into lock-up agreements each dated as of August 20, 2000 and certain other
agreements whereby a number of shareholders of Clearnet, including certain directors and executive
officers, have agreed to tender into the offers Clearnet shares representing approximately 91.0% of the
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