Mr. Darren Entwistle of Telus reports

TELUS AND TELUS DIGITAL ENTER INTO A DEFINITIVE ARRANGEMENT AGREEMENT FOR TELUS TO ACQUIRE FULL OWNERSHIP OF TELUS DIGITAL

Telus Corp. and Telus International (Cda) Inc. (Telus Digital) have entered into a definitive agreement for Telus to acquire all of the outstanding multiple voting shares and subordinate voting shares of Telus Digital not already owned by Telus for $4.50 (U.S.) per share, reflecting aggregate consideration of $539-million (U.S.). The transaction has received the unanimous recommendation of a special committee of independent members of the board of directors of Telus Digital and the unanimous approval of Telus Digital's board of directors (with interested directors abstaining).

"Telus Digital's world-leading capabilities in digital customer experience solutions and AI innovations are highly complementary to our strategy at Telus," said Darren Entwistle, president and chief executive officer of Telus. "The transaction is fully reflective of our belief that closer operational proximity between Telus and Telus Digital will enable enhanced AI capabilities and SaaS transformation across all lines of our business, including telecommunications, Telus Health and Telus Agriculture & Consumer Goods, driving positive outcomes for the customers we serve on a global basis. Furthermore, this transaction, once completed, will also accelerate our global growth in products and services to other customers around the world in key verticals, including financial technology, gaming and technology, communications and media, and health, while also delivering significant value for our shareholders."

The purchase price of $4.50 (U.S.) per share will be payable by Telus, at shareholders' election, in: (i) $4.50 (U.S.) in cash; (ii) 0.273 of a Telus common share; or (iii) a combination of $2.25 (U.S.) in cash and 0.136 of a Telus common share. Shareholders electing alternative (ii) or (iii) will be subject to proration such that the aggregate consideration will include no more than 25 per cent in Telus common shares. Today's announcement is the culmination of extensive negotiations following the initial non-binding indication of interest from Telus to acquire all of the outstanding Telus Digital shares it did not already own for $3.40 (U.S.) per share on June 11, 2025.

"In negotiating the transaction, the special committee of independent directors was careful to safeguard the best interests of Telus Digital, its minority shareholders and all affected key stakeholders," said Josh Blair, co-chair of the special committee of Telus Digital. "Following careful consideration of a wide range of factors and negotiations with Telus that resulted in an increase in the price first offered by Telus to minority shareholders of Telus Digital and after taking into account valuable feedback we received from our minority shareholders and advice from the special committee's independent legal and financial advisers, the special committee determined that the transaction is in the best interests of Telus Digital and fair to its minority shareholders. We believe the transaction provides more immediate and greater value to minority shareholders on a risk-adjusted basis than is expected to be realizable by Telus Digital as a stand-alone entity in the foreseeable future."

Telus Digital special committee co-chair Olin Anton added: "The transaction provides immediate and attractive value and liquidity for our shareholders who elect to receive cash and an opportunity for Telus Digital shareholders who elect to receive Telus shares to continue participating in the growth of the business, including in synergies expected to be created through the transaction. We believe the transaction positions Telus Digital to enhance its ability to deliver innovative solutions and invest in new capabilities in a highly competitive and increasingly concentrated market environment."

The transaction is supported by Riel BV (indirectly and wholly owned by BPEA Private Equity Fund VI LP1, BPEA Private Equity Fund VI LP2 and certain of its affiliates) (EQT), Telus Digital's largest minority shareholder, holding approximately 31.0 per cent of the outstanding subordinate voting shares and 7.5 per cent of the multiple voting shares, or approximately 9.1 per cent of the outstanding voting rights of Telus Digital. EQT has agreed to convert its multiple voting shares into subordinate voting shares prior to the record date for the special meeting (discussed below) and will hold approximately 37.7 per cent of the then outstanding subordinate voting shares. All of Telus Digital's directors and officers, holding or having control or direction over approximately 3.2 per cent of the outstanding subordinate voting shares, have also agreed to support the transaction.

The transaction values Telus Digital's equity at approximately $1.3-billion (U.S.), based on approximately 114.3 million outstanding subordinate voting shares and 164.4 million outstanding multiple voting shares, for a total transaction value of approximately $2.9-billion (U.S.). Telus currently owns approximately 6.0 per cent of the outstanding subordinate voting shares and 92.5 per cent of the outstanding multiple voting shares of Telus Digital, collectively representing approximately 86.9 per cent of the outstanding voting power of the Telus Digital shares.

Transaction highlights

The price of $4.50 (U.S.) per share represents a 52.0-per-cent premium over Telus Digital's unaffected closing price of $2.96 (U.S.) per subordinate voting share on the New York Stock Exchange on June 11, 2025, the last trading day prior to Telus's announcement on June 12, 2025, of its initial proposal:

• Enhanced value: In addition to creating both immediate and long-term value for Telus Digital minority shareholders, the price of $4.50 (U.S.) per share represents:
  • A 62.6-per-cent premium over the 30-day volume-weighted unaffected average price of Telus Digital subordinate voting shares on the New York Stock Exchange prior to June 12, 2025;
  • An increase of 32.4 per cent from Telus's initial proposal of $3.40 (U.S.) per share; and
  • A 16.0-per-cent premium over the closing price of Telus Digital subordinate voting shares on the NYSE on Aug. 29, 2025.
• Independent process: The entering into of the arrangement agreement followed a comprehensive and independent review process conducted by a special committee composed entirely of independent directors of Telus Digital, with the assistance of the special committee's independent legal and financial advisers. The special committee was established by the Telus Digital board to consider Telus's initial proposal and any other reasonably available alternatives, including the status quo, and, if deemed advisable, to negotiate with Telus.
• Unanimous approvals and recommendations: The special committee unanimously determined: (i) that the transaction is in the best interests of Telus Digital and is fair to minority shareholders; and (ii) to recommend that the Telus Digital board approve the transaction and recommend that shareholders vote in favour of the transaction. The full Telus Digital board (with interested directors abstaining) unanimously approved the transaction and determined: (i) that the transaction is in the best interests of Telus Digital and is fair to minority shareholders; and (ii) to recommend that shareholders vote in favour of the transaction.

Formal valuation and opinions of financial advisers

In connection with the transaction, the special committee engaged BMO Capital Markets as its independent valuator and financial adviser and supervised the preparation of an independent formal valuation in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). BMO Capital Markets provided to the special committee, based upon and subject to various assumptions, limitations, qualifications and other matters communicated to the special committee and to be set forth in BMO Capital Markets' written formal valuation and opinion: (i) a formal valuation as to the fair market value (as defined in MI 61-101), as of Sept. 1, 2025, of the Telus Digital subordinate voting shares and multiple voting shares, which fair market value was in the range of $3.60 (U.S.) to $4.70 (U.S.) per share; and (ii) an opinion as to the fairness, from a financial point of view and as of Sept. 1, 2025, of the consideration to be received by holders of Telus Digital subordinate voting shares and multiple voting shares (other than Telus and its affiliates) pursuant to the arrangement agreement. For purposes of BMO Capital Markets' valuation and opinion, the subordinate voting shares and multiple voting shares were considered collectively as a single class of economically equivalent securities.

The special committee also engaged BofA Securities as the special committee's independent financial adviser. BofA Securities delivered an oral fairness opinion to the special committee to the effect that, as of Sept. 1, 2025, and based upon and subject to various assumptions, limitations, qualifications and other matters communicated to the special committee and to be set forth in BofA Securities' written fairness opinion, the right to receive, at the election by each holder of multiple voting shares or subordinate voting shares of Telus Digital (other than dissenting holders, Telus or its affiliates) and subject to certain limitations, proration procedures, and rounding and fraction adjustments set forth in the arrangement agreement (as to which BofA Securities expressed no opinion), any of: (i) the agreed $4.50 (U.S.) price in cash; (ii) 0.273 of a common share of Telus; or (iii) a combination of: (a) 50 per cent of the cash consideration; and (b) 50 per cent of the share consideration (subject to proration), was fair, from a financial point of view, to such shareholders.

Written copies of the formal valuation and the respective opinions of the special committee's financial advisers, which set forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such formal valuation and opinions, will be included in the Telus Digital management proxy materials to be sent to Telus Digital shareholders in connection with the Telus Digital special meeting to be held to consider the transaction (discussed below). Neither BMO Capital Markets nor BofA Securities expresses an opinion or recommendation as to how any shareholder should vote or act in connection with the arrangement or any other matter.

Transaction details and approvals

The transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Telus will utilize existing liquidity sources on hand to support the transaction. The consummation of the transaction is subject to a number of conditions customary for transactions of this nature, including, among others:

• Approval of at least two-thirds of the votes cast by holders of subordinate voting shares and multiple voting shares of Telus Digital (including Telus and its affiliates), voting as a single class, at a special meeting of shareholders to be held on Oct. 27, 2025;
• Approval of a simple majority of the votes cast by holders of subordinate voting shares (excluding Telus, and its directors, senior officers and affiliates) in accordance with MI 61-101 at the special meeting;
• Court approval; and
• Receipt of required regulatory approvals, including customary stock exchange approvals.

Telus Digital's largest minority shareholder, EQT, will hold approximately 37.7 per cent of the outstanding subordinate voting shares following conversion of all multiple voting shares held by it. EQT has agreed to vote all of the Telus Digital shares held by it in favour of the transaction pursuant to a customary voting and support agreement, subject to certain exceptions. In addition, all of Telus Digital's directors and officers, holding approximately 3.2 per cent of the outstanding subordinate voting shares, have also entered into customary voting and support agreements, and have agreed to vote all of the Telus Digital shares held by them in favour of the transaction, subject to certain exceptions.

Completion of the transaction is not subject to any due diligence or financing conditions.

The board of directors of Telus Digital has called the special meeting to be held on Oct. 27, 2025, to consider the transaction. Shareholders of record as of Sept. 12, 2025, will be entitled to vote at the special meeting. Shareholders will receive a notice of meeting and management information circular containing full details of the transaction in advance of the special meeting, and Telus Digital and Telus will also jointly prepare and file with the U.S. Securities and Exchange Commission a transaction statement on Schedule 13E-3. Further information concerning the special meeting will be made available to shareholders in due course.

The arrangement agreement includes customary non-solicitation provisions, which are subject to the Telus Digital board's right to make a change in its recommendation to shareholders in the event any superior proposal to acquire all of the shares were to emerge (and subject to Telus's right to match). There can be no assurance that any superior proposal will emerge in light of Telus's significant ownership interest in Telus Digital, and Telus has indicated that it would not support any refinancing, recapitalization, sale, merger or other alternative form of transaction, nor a sale of the Telus Digital shares held by Telus.

The parties have the right to terminate the arrangement agreement under certain circumstances, including on mutual agreement, if Telus Digital shareholders do not approve the transaction, or if the transaction is not completed on or prior to the outside date of Jan. 2, 2026 (and subject to extension if any required foreign direct investment regulatory approval is not obtained). If the arrangement agreement is terminated under certain circumstances, Telus has agreed to reimburse Telus Digital's expenses up to a maximum of $10-million (U.S.). In certain other circumstances, including if Telus Digital's board makes a change in recommendation and the transaction is not approved by Telus Digital's shareholders, Telus Digital will be required to reimburse Telus expenses up to a maximum amount of $10-million (U.S.). No break fees are payable under the arrangement agreement.

If approved at the special meeting, subject to court approval, receipt of regulatory approval required under applicable foreign direct investment laws and other customary closing conditions, the transaction is expected to close in the fourth quarter of 2025. Following closing, Telus Digital subordinate voting shares will be delisted from the NYSE and the Toronto Stock Exchange, and it will cease to be a reporting issuer in all provinces and territories of Canada.

The above summary is qualified in its entirety by the provisions of the arrangement agreement and the forms of voting and support agreement, copies of which will be filed under Telus Digital's profile on SEDAR+ and on EDGAR.

Early warning information

Telus currently owns and has direction and/or control over 6,874,822 subordinate voting shares and 152,004,019 multiple voting shares, representing approximately 6.0 per cent of the outstanding subordinate voting shares and approximately 92.5 per cent of the outstanding multiple voting shares, respectively. On a combined basis, the subordinate voting shares and multiple voting shares held by Telus represent approximately 86.9 per cent of the total voting power attached to all outstanding Telus Digital shares.

EQT currently owns and has direction and/or control over 35,398,417 subordinate voting shares and 12,377,857 multiple voting shares, representing approximately 31.0 per cent of the outstanding subordinate voting shares and 7.5 per cent of the outstanding multiple voting shares. On a combined basis, the subordinate voting shares and multiple voting shares held by EQT represent approximately 9.1 per cent of the total voting power of all outstanding Telus Digital shares. EQT has committed to converting all of the multiple voting shares it holds into subordinate voting shares which, as of the date hereof, would result in EQT holding a total of 47.8 million subordinate voting shares representing approximately 37.7 per cent of the outstanding subordinate voting shares (assuming such conversion).

Following completion of the transaction, Telus will beneficially own 100 per cent of the issued and outstanding Telus Digital shares. An early warning report will be filed by Telus in accordance with applicable securities laws, will be available on SEDAR+, or may be obtained directly from Telus investor relations upon request at 1-800-667-4871 or at Telus, 23rd floor, 510 West Georgia St., Vancouver, B.C., Canada, V6B 0M3.

Transaction advisers

The special committee retained McCarthy Tetrault LLP as its independent legal counsel, BMO Capital Markets as its independent valuator and financial adviser, and BofA Securities as its financial adviser. FGS Longview serves as communications counsel to the special committee. Telus Digital retained Osler, Hoskin & Harcourt LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP as its legal counsel.

Telus retained Stikeman Elliott LLP and Allen Overy Shearman Sterling LLP as its legal counsel, and Barclays as its lead financial adviser, with Jefferies also acting as financial adviser.

About Telus Corp.

Telus is a world-leading communications technology company operating in more than 45 countries and generating over $20-billion in annual revenue with more than 20 million customer connections through its advanced suite of broadband services for consumers, businesses and the public sector. It is committed to leveraging its technology to enable remarkable human outcomes. Telus is passionate about putting its customers and communities first, leading the way globally in client service excellence and social capitalism. Its Telus Health business is enhancing 157 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. Its Telus Agriculture & Consumer Goods business utilizes digital technologies and data insights to optimize the connection between producers and consumers. Guided by its enduring "Give where we live" philosophy, Telus, its team members and retirees have contributed $1.8-billion in cash, in-kind contributions, time and programs including 2.4 million days of service since 2000, earning it the distinction of the world's most giving company.

About Telus International (Cda) Inc. (Telus Digital)

Telus Digital crafts unique and enduring experiences for customers and employees, and creates future-focused digital transformations that deliver value for its clients. It is the brand behind the brands. Its global team members are both passionate ambassadors of its clients' products and services, and technology experts resolute in its pursuit to elevate end customers' journeys, solve business challenges, mitigate risks and drive continuous innovation. Its portfolio of end-to-end, integrated capabilities include customer experience management, digital solutions, such as cloud solutions, artificial-intelligence-fuelled automation, front-end digital design and consulting services, AI and data solutions, including computer vision, and trust, safety and security services. Fuel iX is Telus Digital's proprietary platform and suite of products for clients to manage, monitor and maintain generative AI across the enterprise, offering both standardized AI capabilities and custom application development tools for creating tailored enterprise solutions.

Powered by purpose, Telus Digital leverages technology, human ingenuity and compassion to serve customers and create inclusive, thriving communities in the regions where it operates around the world. Guided by its humanity-in-the-loop principles, it takes a responsible approach to the transformational technologies it develops and deploys by pro-actively considering and addressing the broader impacts of its work.

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