Exhibit (a)(2)(i)​

Notice of Special Meeting
of TELUS International (Cda) Inc. Shareholders

to be held at 9:00 a.m. (Vancouver time)
on October 27, 2025

ONLINE AT:

www.meetings.lumiconnect.com/400-570-171-578

Management Information Circular

dated September 17, 2025

Arrangement Involving
TELUS International (Cda) Inc. and TELUS Corporation

YOUR VOTE IS IMPORTANT. TAKE ACTION AND VOTE TODAY.
THE BOARD OF DIRECTORS OF TELUS INTERNATIONAL (CDA) INC. UNANIMOUSLY
(WITH INTERESTED DIRECTORS ABSTAINING FROM VOTING) RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ARRANGEMENT RESOLUTION SET FORTH IN THIS CIRCULAR

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE IN THE UNITED STATES HAS APPROVED OR DISAPPROVED OF THE ARRANGEMENT OR PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. IN ADDITION, NEITHER THE TORONTO STOCK EXCHANGE NOR ANY CANADIAN SECURITIES REGULATORY AUTHORITY HAS IN ANY WAY PASSED UPON THE MERITS OF THE TRANSACTION DESCRIBED IN THIS CIRCULAR, AND ANY REPRESENTATION OTHERWISE IS AN OFFENCE.

 

September 17, 2025

Dear Shareholders,

The Board of Directors (the “Board”) of TELUS International (Cda) Inc. (the “Company” or “TELUS Digital”) invites you to attend the special meeting (the “Meeting”) of the holders of Multiple Voting Shares (“Multiple Voting Shares”) of the Company (the “MVS Holders”) and the holders of Subordinate Voting Shares (“Subordinate Voting Shares” and collectively with the Multiple Voting Shares, the “Shares”) of the Company (the “SVS Holders” and collectively with the MVS Holders, the “Shareholders”), to be held virtually via live audio webcast on October 27, 2025 at 9:00 a.m. (Vancouver time) available at www.meetings.lumiconnect.com/400-570-171-578 (password: tixt2025).

The Arrangement

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”) to approve a proposed arrangement (the “Arrangement”), in accordance with the terms of an arrangement agreement (the “Arrangement Agreement”) entered into by the Company and TELUS Corporation (the “Purchaser” or “TELUS”) on September 1, 2025, pursuant to which TELUS agreed to acquire all of the issued and outstanding Shares that it and its affiliates do not already own by way of a statutory plan of arrangement (the “Plan of Arrangement”) under section 288 of the Business Corporations Act (British Columbia).

Under the terms of the Arrangement, which was negotiated extensively between the Company, the Special Committee (as defined below) and their respective advisors, on the one hand, and TELUS and its advisors, on the other hand, and as more particularly described in the accompanying management information circular (the “Circular”), each Shareholder (other than the Shareholders validly exercising their dissent rights and TELUS and any of its affiliates) can elect to receive in respect of all (and not a portion) of their Shares, at the effective time of the Arrangement: (a) $4.50 in cash (the “Cash Consideration”), (b) 0.273 of a common share of TELUS (the “TELUS Shares” and such consideration, the “Share Consideration”), or (c) $2.25 in cash and 0.136 of a TELUS Share (the “Combination Consideration”), for each Share transferred (collectively, the “Consideration”), subject to proration such that no more than 25% of the aggregate Consideration to be paid to the Shareholders will consist of TELUS Shares. If you do not validly elect to receive the Cash Consideration, the Share Consideration or the Combination Consideration, you shall be deemed to have elected to receive the Combination Consideration as to all of the Shares you hold.

Pursuant to the Arrangement, each Option (as defined in the Circular) outstanding immediately prior to the effective time of the Arrangement as specified in the plan of arrangement (the “Effective Time”) on the date that the Arrangement is completed (the “Effective Date”) that has not been duly exercised (whether vested or unvested), shall, substantially in accordance with the terms of the Omnibus Long-Term Incentive Plan of the Company that became effective on the effective date of the Company’s initial public offering and as amended and restated on May 15, 2025 (the “2021 Omnibus Long-Term Incentive Plan”), be exchanged for an option (each, a “Replacement Option”) entitling the holder to purchase from TELUS that number of TELUS Shares equal to: (a) 0.273 (the “Exchange Ratio”) multiplied by (b) the number of Subordinate Voting Shares subject to such Option immediately prior to the Effective Time, subject to any rounding and fractional adjustments as set forth in the Plan of Arrangement. The Replacement Option shall provide for an exercise price for each whole TELUS Share equal to: (a) the exercise price per Subordinate Voting Share otherwise purchasable pursuant to such Option immediately prior to the Effective Time, divided by (b) the Exchange Ratio, subject to any rounding adjustments. Replacement Options will be issued under the 2021 Omnibus Long-Term Incentive Plan and all terms and conditions of the Replacement Options and any terms governing the effect of termination of a holder’s employment or engagement, shall, subject to the Plan of Arrangement, be the same as set out in the 2021 Omnibus Long-Term Incentive Plan and the applicable grant agreement of the Option.

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Certain outstanding restricted share units (“RSUs”) that otherwise settle in 2025 and all RSUs that are held by our directors (together, “Specified RSUs”) outstanding immediately prior to the Effective Time (whether vested or unvested) shall, substantially in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan and for no additional consideration, be transferred to the Company in exchange for an amount in cash from the Company equal to the Cash Consideration, less any applicable withholdings.

Each RSU that is not a Specified RSU (each, a “Non-Specified RSU”) outstanding immediately prior to the Effective Time (whether vested or unvested) (each, a “Surviving RSU”) shall, substantially in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, remain outstanding and shall entitle the holder to receive, for no additional consideration, such number of TELUS Shares (or the cash equivalent thereof, and less any applicable withholdings) as is equal to: (a) that number of Subordinate Voting Shares that were issuable upon the vesting of such Non-Specified RSU immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of TELUS Shares. Surviving RSUs shall be governed by the 2021 Omnibus Long-Term Incentive Plan and all terms and conditions of a Surviving RSU and any terms governing the effect of termination of a holder’s employment or engagement, shall, subject to the Plan of Arrangement, be the same as set out in the 2021 Omnibus Long-Term Incentive Plan and the applicable grant agreement of the Non-Specified RSU. At such time, each holder of Non-Specified RSUs shall cease to be a holder of such Non-Specified RSUs and shall be deemed to be the holder of Surviving RSUs.

Each of the Company’s performance share units (each, a “PSU”) outstanding immediately prior to the Effective Time (whether vested or unvested) (each, a “Surviving PSU”) shall, substantially in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, remain outstanding and shall entitle the holder to receive, for no additional consideration, such number of TELUS Shares (or the cash equivalent thereof, and less any applicable withholdings) as is equal to: (a) that number of Subordinate Voting Shares that were issuable upon the vesting of such PSU immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of TELUS Shares. The terms and conditions of a Surviving PSU depend on the specific PSU, with PSUs granted in 2024 and 2025 having performance vesting criteria and multipliers modified or removed in accordance with the 2021 Omnibus Long-Term Incentive Plan as set forth in the Plan of Arrangement.

Additional details regarding the Company’s long-term incentive instruments are set out in the Circular.

The Consideration to be received by Shareholders (other than TELUS and its affiliates) (the “Minority Shareholders”) represents a 52.0% premium over TELUS Digital’s unaffected closing price of $2.96 per Subordinate Voting Share on the New York Stock Exchange (“NYSE”) on June 11, 2025, the last trading day prior to TELUS’ announcement on June 12, 2025 of its initial proposal. The Consideration also represents a 62.6% premium over TELUS Digital’s 30-day volume weighted average price (“VWAP”) on the NYSE on such date, and an increase from the $3.40 price offered by TELUS in its initial proposal. The TELUS Shares were valued at $16.49 per Share based on their five-day volume-weighted average trading price on the NYSE prior to the date of announcement of the Arrangement.

TELUS, together with its affiliates, currently own 6,874,822 Subordinate Voting Shares and 152,004,019 Multiple Voting Shares, representing approximately 5.4% of the outstanding Subordinate Voting Shares and all of the outstanding Multiple Voting Shares, respectively. On a combined basis, the Subordinate Voting Shares and Multiple Voting Shares held by TELUS and its affiliates represent approximately 92.7% of the total voting power attached to all outstanding TELUS Digital Shares.

Recommendation of the Board and the Special Committee

A special committee of the Board, comprised solely of independent directors of the Board (the “Special Committee”) advised the Board that, after careful consideration of such matters as it considered relevant and as more fully described under the heading “Special Factors — Reasons for the Arrangement” contained in the enclosed Circular, including, among other things: (a) the terms and conditions of the Arrangement Agreement; (b) the benefits and risks associated with the Arrangement; (c) the possibility of any other strategic alternatives and options reasonably available to the Company; (d) its evaluation of the Arrangement with management and with the Special Committee’s and the Company’s respective legal and financial advisors, as applicable, including receipt by the Special Committee of a formal valuation as to the fair market value of the Shares as at

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September 1, 2025 and an opinion as to the fairness, from a financial point of view and as of the date of such opinion, of the Consideration to be received by Minority Shareholders (other than dissenting holders) pursuant to the Arrangement from BMO Nesbitt Burns Inc. (“BMO Capital Markets”) based upon and subject to various assumptions, qualifications, limitations and other matters set forth in BMO Capital Markets’ written formal valuation and opinion, dated September 1, 2025 (the “BMO Formal Valuation and Opinion”), and an oral fairness opinion from BofA Securities, Inc. (“BofA Securities”) to the Special Committee, which was confirmed by delivery of a written opinion dated September 1, 2025 to the effect that, as of September 1, 2025, and based upon and subject to various assumptions, limitations, qualifications and other matters set forth in BofA Securities’ written fairness opinion, the Consideration was fair, from a financial point of view, to the Minority Shareholders (other than the dissenting holders) (the “BofA Fairness Opinion” and, collectively with the BMO Formal Valuation and Opinion, the “Formal Valuation and Opinions”, each as described in the enclosed Circular); and (e) the best interests of TELUS Digital, including the impact of the Arrangement on Minority Shareholders and other stakeholders of the Company, the Special Committee unanimously determined that the Arrangement is in the best interests of TELUS Digital and is fair to the Minority Shareholders, including the “unaffiliated security holders”, as defined in Rule 13e-3 under the United States Securities Exchange Act of 1934, as amended (“Exchange Act”). Accordingly, the Special Committee unanimously recommended to the Board that it authorize and approve TELUS Digital entering into the Arrangement Agreement and the performance of its obligations thereunder and that the Board recommend to the Shareholders that they vote in favour of the Arrangement Resolution.

The Board, after careful consideration of such matters as it considered relevant, as more fully described under the heading “Special Factors — Reasons for the Arrangement” contained in the enclosed Circular, including, among other things, a thorough review of the Arrangement Agreement, and taking into account the best interests of TELUS Digital, and after evaluating the Arrangement with management and TELUS Digital’s legal advisors, including receipt by the Special Committee of the Formal Valuation and Opinions (as described in the enclosed Circular), and upon the unanimous recommendation of the Special Committee, unanimously (with interested directors abstaining from voting) determined that the Arrangement is in the best interests of TELUS Digital and is fair to the Minority Shareholders, including the “unaffiliated security holders”, as defined in Rule 13e-3 under the Exchange Act, and that it was advisable and in the best interests of TELUS Digital to approve the entering into and execution and delivery of the Arrangement Agreement and the performance of its obligations thereunder, and unanimously approved the Arrangement. Accordingly, the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders vote IN FAVOUR of the Arrangement Resolution.

Support and Voting Agreement

The Arrangement is supported by Riel B.V. (indirectly and wholly-owned by BPEA Private Equity Fund VI, L.P.1., BPEA Private Equity Fund VI, L.P.2 and certain of its affiliates) (“EQT”), TELUS Digital’s largest Minority Shareholder. EQT previously held 31.0% of the outstanding Subordinate Voting Shares and 7.5% of the Multiple Voting Shares, or approximately 9.1% of the outstanding voting rights of TELUS Digital. EQT agreed to convert and, prior to the Record Date has converted, its Multiple Voting Shares into Subordinate Voting Shares. As a result, EQT holds approximately 37.7% of the outstanding Subordinate Voting Shares. All of TELUS Digital’s directors and officers listed in Appendix I — Directors and Officers of the Company, holding or having control or direction over approximately 2.9% of the outstanding Subordinate Voting Shares, have also agreed to support the Arrangement (together with EQT, the “Locked-Up Shareholders”).

The Shares held by the Locked-Up Shareholders eligible to be included in respect of the Minority Approval represent approximately 42.9% of the aggregate voting entitlements for the Minority Approval and, these Shares, together with the Shares held by TELUS and its affiliates, represent approximately 95.9% of the aggregate voting entitlements eligible to vote on the Arrangement Resolution.

Approval Requirements

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution. The approval of the Arrangement Resolution will require approval of at least (a) two-thirds (662∕3%) of the votes cast by the holders of Multiple Voting Shares and the holders of

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Subordinate Voting Shares, present in person or represented by proxy at the Meeting, voting together as a single class; and (b) a simple majority of the votes cast by the holders of Subordinate Voting Shares, present in person or represented by proxy at the Meeting (excluding for the purposes of this clause (b), votes attached to Subordinate Voting Shares held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions) (the “Minority Approval”, and collectively with (a), the “Required Shareholder Approval”).

Election

If you are a registered Shareholder (a “Registered Shareholder”), in order to make your election to receive the Cash Consideration, the Share Consideration or the Combination Consideration (subject to proration and adjustment in accordance with the Plan of Arrangement), you must submit the enclosed letter of transmittal and election form (the “Letter of Transmittal and Election Form”) by 9:00 a.m. (Vancouver time) on October 22, 2025, or, if the Meeting is adjourned or postponed, no later than three Business Days before the adjourned Meeting is reconvened or the postponed Meeting is convened (the “Election Deadline”). Please refer to the enclosed Circular and the Letter of Transmittal and Election Form for additional information. If an election is not made in accordance with the instructions in the Letter of Transmittal and Election Form, you will be deemed to have elected the Combination Consideration in respect of each Share held by you. Shareholders whose Shares are held through a broker, custodian, nominee or other intermediary (the “Beneficial Shareholders”) should follow the instructions provided by their Intermediary to make their election. The Intermediary may establish earlier deadlines to make an election.

Shareholders who choose not to vote, or to vote against the Arrangement Resolution, may still make an election to receive the Cash Consideration, the Share Consideration or the Combination Consideration by completing the Letter of Transmittal and Election Form and submitting such form to Computershare Investor Services, Inc., as depositary (the “Depositary”) prior to the Election Deadline.

If you are a Registered Shareholder, we encourage you to complete, sign, date and return the enclosed Letter of Transmittal and Election Form in accordance with the instructions set out therein and in the Circular, together with your share certificate(s) or DRS advice(s), as applicable, representing your Shares to the Depositary at the address specified in the Letter of Transmittal and Election Form.

VOTE YOUR TELUS DIGITAL SHARES IN FAVOUR OF THE ARRANGEMENT RESOLUTION TODAY

Your vote is very important, regardless of the number of Shares you own. Shareholders are encouraged to vote in advance of the Meeting. To vote your Shares at the Meeting if you are a Registered Shareholder, you can complete, sign, date and return the applicable proxy accompanying the Circular to TELUS Digital’s transfer agent, Computershare, by mail to 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, or vote by internet or phone in accordance with the instructions included in the Circular or the instructions included with the form of proxy, in each case not later than 9:00 a.m. (Vancouver time) on October 23, 2025, or not later than 48 hours (excluding days which are Saturdays, Sundays and statutory holidays in Vancouver) immediately preceding the time of the Meeting (as it may be adjourned or postponed from time to time). Voting by proxy will not prevent you from voting online at the Meeting if you attend the Meeting but will ensure that your vote will be counted if you are unable to attend. If you are a Beneficial Shareholder, you should follow the instructions provided by your intermediary to ensure your vote is counted at the Meeting. Subject to the Arrangement Agreement, the time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at the Chair’s discretion without notice.

TO BE COUNTED, PROXIES MUST BE RECEIVED BY COMPUTERSHARE NO LATER THAN 9:00 A.M. (VANCOUVER TIME) ON OCTOBER 23, 2025.

In order to ensure that your proxy is received in time for the Meeting, we recommend that you vote in any of the following ways:

Internet

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By visiting the following website: www.investorvote.com. Refer to your 15-digit control number (shown on your proxy form) and follow the online voting instructions.

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Telephone

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By calling the toll-free number, 1-866-732-VOTE (8683). To vote by phone, simply refer to your 15-digit control number (shown on your proxy form) and follow the instructions.

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Note that you cannot appoint anyone other than Jason Macdonnell, Acting CEO and COO, TELUS Digital and President, TELUS Digital Customer Experience, or, failing him, Josh Blair, Lead Director (together, the “Management Proxyholders”), as your proxy if you vote by phone.

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Mail

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By completing your proxy form or voting instruction form and returning it by mail or hand delivery, following the instructions on the form.

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Virtual Meeting

Consistent with TELUS Digital’s annual meetings, the Meeting will be conducted virtually via live audio webcast to enable all TELUS Digital Shareholders to participate. TELUS Digital Shareholders can access the Meeting by visiting www.meetings.lumiconnect.com/400-570-171-578. Registered Shareholders and their duly appointed proxyholders will be able to vote in real time and submit questions relevant to the Meeting at the Meeting by following the instructions set out in the Circular. Beneficial Shareholders who wish to attend and vote at the meeting should follow the instructions to appoint themselves as proxyholders. Beneficial Shareholders who have not duly appointed themselves as proxyholders (pursuant to the process summarized in the Circular) may attend the Meeting as guests. Guests may listen but cannot vote at the Meeting.

Shareholder Questions

Shareholders who have any questions or need assistance with voting their Shares should contact Laurel Hill Advisory Group, by email at assistance@laurelhill.com or by telephone at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (outside North America).

If you have any questions about submitting your Shares for the Arrangement, including with respect to completing the Letter of Transmittal and Election Form, please contact the Depositary, toll free at 1-800-564-6253 (North America) or 1-514-982-7555 (outside North America), or by email at corporateactions@computershare.com.

On behalf of the Board and the Special Committee, we thank all Shareholders for their continued support and we look forward to receiving your endorsement for this transaction at the Meeting.

Yours very truly,

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that, a special meeting (the “Meeting”) of the holders of Multiple Voting Shares (“Multiple Voting Shares”) of TELUS International (Cda) Inc. (the “Company” or “TELUS Digital”) (the “MVS Holders”), and the holders of Subordinate Voting Shares (“Subordinate Voting Shares” and collectively with Multiple Voting Shares, the “Shares”) of the Company (the “SVS Holders” and collectively with the MVS Holders, the “Shareholders”) will be held virtually via live audio webcast on October 27, 2025 at 9:00 a.m. (Vancouver time) at www.meetings.lumiconnect.com/400-570-171-578 (password: tixt2025) for the following purposes:

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in accordance with the interim order of the Supreme Court of British Columbia (the “Court”) dated September 17, 2025 (the “Interim Order”), for the Shareholders to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”), the full text of which is set forth in Appendix A to the accompanying management information circular of TELUS Digital dated September 17, 2025 (the “Circular”), approving a plan of arrangement (the “Arrangement”) involving TELUS Digital and TELUS Corporation (the “Purchaser” or “TELUS”) under section 288 of the Business Corporations Act (British Columbia) (“BCBCA”), all as more particularly described in the Circular; and

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to transact such further or other business as may properly come before the Meeting and any adjournments or postponements thereof.

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The completion of the Arrangement is conditional upon, among other things, the approval of the Arrangement Resolution by the Shareholders and the receipt of all regulatory and court approvals and the satisfaction or waiver of the conditions precedent to the Arrangement under the arrangement agreement (the “Arrangement Agreement”) entered into by the Company and TELUS on September 1, 2025.

The Board of Directors of TELUS Digital (the “Board”) unanimously (with interested directors abstaining from voting) recommends that the Shareholders vote IN FAVOUR of the Arrangement Resolution.

Specific details of the matters to be put before the Meeting are set forth in the Circular that accompanies and is deemed to form part of this Notice of Meeting of Shareholders (“Notice of Meeting”).

The Circular and the enclosed form of proxy (“Proxy”) or voting instruction form (“VIF”) include additional information regarding the matters to be dealt with at the Meeting. Shareholders are reminded to review the Meeting materials prior to voting. Shareholders with questions or who need assistance in voting may contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by email at assistance@laurelhill.com or by telephone at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (outside North America).

Pursuant to the Interim Order, the record date is September 12, 2025 (the “Record Date”) for determining Shareholders who are entitled to receive notice of and to vote at the Meeting. Only persons who were Registered Shareholders as of the close of business on the Record Date are entitled to receive this Notice of the Meeting and to attend and vote at the Meeting. This Notice of Meeting is accompanied by the Circular, Proxies or VIFs and, for Registered Shareholders, a letter of transmittal and election form (the “Letter of Transmittal and Election Form”).

Each holder of Shares of record as of the close of business on the Record Date is entitled to (a) 10 votes for each Multiple Voting Share and (b) one vote for each Subordinate Voting Share that is held in their name.

The Meeting will be held virtually via live audio webcast available at www.meetings.lumiconnect.com/400-570-171-578. Registered Shareholders and duly appointed proxyholders will be able to attend, participate in, and vote in real time at the Meeting by following the instructions set out in the Circular. Non-registered Shareholders (the “Beneficial Shareholders”) who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests may listen but cannot vote at the Meeting.

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If you are a Registered Shareholder, you can complete, sign, date and return the applicable proxy accompanying the Circular to TELUS Digital’s transfer agent, Computershare Investor Services, Inc. (“Computershare”), by mail to 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, or vote by internet or phone in accordance with the instructions enclosed in the Circular or the instructions included with the Proxy, in each case no later than 9:00 a.m. (Vancouver time) on October 23, 2025, or not later than 48 hours (excluding days which are Saturdays, Sundays and statutory holidays in Vancouver) prior to the time of the Meeting (as it may be adjourned or postponed from time to time). Voting by Proxy will not prevent you from voting online at the Meeting if you attend but it will ensure that your vote will be counted if you are unable to attend.

If you are a Beneficial Shareholder, you should carefully follow the instructions of the Intermediaries (as defined herein) through which you hold your Shares to ensure that your Shares are voted at the Meeting in accordance with your instructions. Please refer to the section in the Circular entitled “Information Concerning the Meeting — Beneficial Shareholders” for information on how to vote your Shares if you are a Beneficial Shareholder.

The Proxy and VIF confer discretionary authority with respect to: (a) amendments or variations to the matters of business to be considered at the Meeting; and (b) other matters that may properly come before the Meeting, to the extent permitted by law. As of the date hereof, the management of TELUS Digital knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. Shareholders who are planning on returning the accompanying Proxy or VIF are encouraged to review the Circular carefully before submitting the Proxy or VIF. It is the intention of the persons named in the enclosed Proxy or VIF, if not expressly directed otherwise in such Proxy or VIF, to vote IN FAVOUR of the Arrangement Resolution.

The persons named in the Proxy are nominees from management, being Jason Macdonnell, Acting CEO and COO, TELUS Digital and President, TELUS Digital Customer Experience, or, failing him, Josh Blair, Lead Director (the “Management Proxyholders”). If you want to appoint someone else as your proxy to attend, participate in and vote at the Meeting (other than the Management Proxyholders), you must submit your proxy form appointing the third party AND register the third-party proxyholder as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy form. Failure to register the proxyholder will result in the proxyholder not receiving a username to attend, participate or vote at the Meeting. The third party you appoint as a proxyholder does not need to be a Shareholder.

To appoint a third party proxyholder, please follow these steps:

1.

Submit your proxy form — To appoint a third-party proxyholder, insert the person’s name into the appropriate space on the proxy form or online. Follow the instructions for submitting the proxy form (whether by internet or mail). This step must be completed before registering your proxyholder as set out in step 2.

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Register your proxyholder — To register a proxyholder, the Shareholder MUST visit www.computershare.com/TELUSDigital by 9:00 a.m. (Vancouver time) on October 23, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to participate or vote at the Meeting.

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Each Registered Shareholder has been granted the right to dissent in respect of the Arrangement Resolution. If the Arrangement Resolution is passed, a Registered Shareholder that has duly and validly exercised their dissent rights has the right to be paid the fair value of their Shares in accordance with the provisions of Division 2 of Part 8 of the BCBCA as modified by the Interim Order, the Plan of Arrangement and any other order of the Court. The right of a Registered Shareholder to dissent is more particularly described in the Circular and a complete copy of Division 2 of Part 8 of the BCBCA is included as Appendix H to the Circular.

To exercise this right, a Registered Shareholder must: (a) provide to TELUS Digital by mail at 5th Floor, 510 West Georgia Street, Vancouver, British Columbia V6B 0M3, attention: Chief Legal Officer and Corporate Secretary, by no later than 2:00 p.m. (Vancouver time) on October 23, 2025 (or the Business Day that is two Business Days immediately preceding the Meeting if it is not held on October 27, 2025), a written

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objection to the Arrangement Resolution, and (b) otherwise comply strictly with the provisions of Division 2 of Part 8 of the BCBCA as modified by the Interim Order, the Final Order, the Plan of Arrangement and any other order of the Court. Failure to comply strictly with such requirements could result in the loss of any right to dissent. It is strongly suggested that any Registered Shareholder wishing to dissent seek independent legal advice.

Vancouver, British Columbia
Dated September 17, 2025.

By order of the Board of Directors

(signed) “Michel E. Belec”

Michel E. Belec
Chief Legal Officer and Corporate Secretary

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TELUS INTERNATIONAL (CDA) INC.

MANAGEMENT INFORMATION CIRCULAR

Introduction

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of management of TELUS Digital for use at the Meeting of Shareholders to be held at 9:00 a.m. (Vancouver Time) on October 27, 2025, as may be adjourned or postponed thereof. The record date for notice and voting at the Meeting is September 12, 2025 (the “Record Date”). Other than the management of TELUS Digital and its authorized agents (including, for the purposes of solicitation of proxies, TELUS), no person has been authorized to give any information or make any representation in connection with the Arrangement or any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized and should not be relied upon in making a decision as to how to vote on the Arrangement.

These Meeting materials are being sent to Registered Shareholders and, through Intermediaries, to Beneficial Shareholders. If you hold Shares through an Intermediary, you should contact your Intermediary for instructions and assistance in voting and surrendering the Shares that you beneficially own.

All capitalized terms used in this Circular but not otherwise defined in this Circular have the meaning set forth in the “Glossary of Terms” in this Circular.

EXCEPT WHERE OTHERWISE EXPRESSLY PROVIDED, ALL AMOUNTS IN THIS CIRCULAR ARE STATED AND WILL BE PAID IN U.S. CURRENCY.

Information Contained in this Circular

The information contained in this Circular is given as at September 17, 2025, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein. This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

THIS CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Information Concerning TELUS

The information concerning TELUS and its affiliates (other than the Company and its subsidiaries) contained in this Circular has been provided by TELUS for inclusion in this Circular. Although the Company has no knowledge that any statements contained herein taken from or based on such information provided by TELUS are untrue or incomplete, the Company assumes no responsibility for any failure by TELUS or any of its affiliates (other than the Company and its subsidiaries) or any of their respective representatives to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.

Notice to Holders in the United States

THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY

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AUTHORITY IN ANY STATE IN THE UNITED STATES, NOR HAVE THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The TELUS Shares, Replacement Options, Surviving RSUs and Surviving PSUs to be issued pursuant to and in connection with the Arrangement will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. Such securities will be issued in reliance upon the Section 3(a)(10) Exemption and exemptions provided in respect of the securities laws of the states of the United States in which securityholders who are citizens or residents of the United States reside. The Section 3(a)(10) Exemption exempts from registration a security that is issued in exchange for one or more bona fide outstanding securities, or partly in such exchange and partly for cash, where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court of competent jurisdiction or by a governmental authority expressly authorized by law to grant such approval. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on September 17, 2025, and, subject to the approval of the Arrangement by the Shareholders, a hearing for a Final Order approving the Arrangement is currently anticipated to take place on October 29, 2025 in Vancouver, British Columbia. All Persons to whom it is proposed to issue the securities are entitled to appear and be heard at this hearing, provided that they satisfy the applicable conditions set forth in the Interim Order. Accordingly, the Final Order of the Court will, if granted, constitute the basis for the Section 3(a)(10) Exemption with respect to the securities to be issued pursuant to the Arrangement. See “Special Factors — Court Approval of the Arrangement”.

The TELUS Shares to be issued pursuant to the Arrangement generally may be resold without restriction under the U.S. Securities Act, except in the case of resales by persons who are, or within 90 days prior to the completion of the Arrangement were, “affiliates” ​(as defined in Rule 144 under the U.S. Securities Act) of TELUS. Any such affiliates may be able to resell such securities in accordance with the provisions of Regulation S or Rule 144 under the U.S. Securities Act. See “The Arrangement — Securities Law Matters — United States Securities Law Matters”.

The transactions contemplated by the Arrangement Agreement constitute a “going private” transaction under Rule 13e-3 promulgated under the Exchange Act. In connection with these transactions, the Company and TELUS have filed with the SEC a transaction statement (the “Schedule 13E-3”) pursuant to section 13(e) of the Exchange Act and Rule 13e-3 thereunder, which incorporates by reference this Circular. Copies of the Schedule 13E-3 are, and any other documents filed by the Company in connection with the Arrangement will be, available under the Company’s profile on EDGAR at www.sec.gov.

Shareholders are advised to read this Circular and the Schedule 13E-3 in their entirety, including the appendices and exhibits hereto or thereto and the documents incorporated by reference herein and therein, because they contain important information. TELUS Digital is a corporation existing under the provincial laws of British Columbia, Canada and is a “foreign private issuer” within the meaning of the rules promulgated under the Exchange Act. Section 14(a) of the Exchange Act and related proxy rules are not applicable to the Company nor to this solicitation and, therefore, this solicitation is not being effected in accordance with such laws. The solicitation of proxies and the transactions contemplated herein involve securities of a Canadian issuer and are being effected in accordance with (a) Canadian corporate laws and Canadian Securities Laws, which differ from disclosure requirements in the United States, and (b) the requirements of Rule 13e-3 under the Exchange Act.

The unaudited condensed interim financial statements and audited historical financial statements of the Company and other financial information included or incorporated by reference in this Circular for the Company have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and thus may differ from financial statements and information prepared in accordance with U.S. generally accepted accounting principles.

Shareholders who are citizens or residents of the United States (or are otherwise U.S. taxpayers for U.S. federal income tax purposes) should be aware that the Arrangement described herein may have both U.S. and Canadian tax consequences to them that are not described in this Circular. U.S. holders are urged to consult

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their own tax advisors with respect to such U.S. and Canadian income tax consequences and the applicability of any federal, state, local, foreign and other tax laws.

The enforcement by Shareholders of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that the Company is organized under the laws of a jurisdiction outside the United States, that some of its officers and directors include residents of countries other than the United States, that some or all of the experts named in this Circular may be residents of countries other than the United States, or that all or a substantial portion of the assets of the Company and such directors, officers and experts may be located outside the United States. As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States upon the Company and its respective officers and directors or the experts named herein, or to realize against them on judgments of courts of the United States predicated upon civil liabilities under the U.S. Securities Laws. In addition, Shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against the Company or such persons predicated upon civil liabilities under U.S. Securities Laws; or (b) would enforce, in original actions, judgments against such persons predicated upon civil liabilities under U.S. Securities Laws. The Company’s head office is located at 5th Floor, 510 West Georgia Street, Vancouver, British Columbia V6B 0M3, telephone: 604-695-6400.

Forward-Looking Statements

This Circular contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Securities Laws and which are based on the currently available competitive, financial and economic data and operating plans of management of the Company as of the date hereof unless otherwise stated. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. The use of any of the words “plans”, “expects”, “projects”, “assumes”, “budget”, “strategy”, “scheduled”, “estimates”, “forecasts”, “anticipates”, “believes”, “intends”, “targets” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify forward-looking statements. More particularly and without limitation, this Circular contains forward-looking statements concerning: the Arrangement and the completion thereof; covenants of TELUS Digital and TELUS in relation to the Arrangement; the timing for the implementation of the Arrangement, including the expected Effective Date of the Arrangement; the anticipated benefits of the Arrangement; the principal steps of the Arrangement; the receipt of the necessary Shareholder, Court and regulatory approvals; the anticipated tax treatment of the Arrangement for Shareholders; statements made in, and based upon, the Formal Valuation and Opinions; statements relating to the business of TELUS and TELUS Digital after the date of this Circular and prior to, and after, the Effective Time; the impact of the Arrangement on employees and stakeholders; the strengths, characteristics, market position, and future financial or operating performance and potential of TELUS; the amounts received by the directors and senior officers of TELUS Digital under the Arrangement; de-listing of the Subordinate Voting Shares from the TSX and NYSE; ceasing of reporting issuer status of TELUS Digital; the liquidity of TELUS Shares following the Effective Time; the market price of TELUS Shares; expectations regarding the growth of TELUS; the business prospects and opportunities of TELUS Digital and TELUS; TELUS Digital’s expectations regarding costs of capital and operating expenditures; goals; strategies; future growth; the adequacy of financial resources; and other events or conditions that may occur in the future or future plans, projects, objectives, estimates and forecasts, and the timing related thereto.

In respect of the forward-looking statements in this Circular, the Company has provided such forward-looking statements in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the Parties (as defined herein) to receive, in a timely manner and on satisfactory terms, the necessary regulatory, Court, Shareholder and other requisite approvals; the listing of the TELUS Shares to be issued in connection with the Arrangement on the TSX and on the NYSE; the ability of the Parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; the adequacy of the financial resources of the Company and TELUS; stability in financial capital markets and other expectations and assumptions which management believes are appropriate and reasonable. The anticipated dates provided in this Circular regarding the Arrangement may change for a number of reasons, including the inability to secure the necessary regulatory, Court, Shareholder or other approvals in the time assumed or the

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need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this Circular.

Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Such risks, uncertainties and factors include, among others: the risk that the Arrangement may not close when planned or at all or on the terms and conditions set forth in the Arrangement Agreement; the failure of the Company and TELUS to obtain the necessary regulatory, Court, Shareholder and other approvals, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all, may result in the Arrangement not being completed on the proposed terms, or at all; if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of Arrangement could have an impact on the Company’s current business relationships and could have a material adverse effect on the current and future operations, financial condition and prospects of the Company; the benefits expected from the Arrangement may not be realized; risks associated with business integration; risks related to the Parties’ respective properties; risks related to competitive conditions; risks related to the operations of the Parties; risks related to changes in laws, regulations and government practices; and the risks discussed under the heading “Risk Factors — Risks Related to the Arrangement”.

Shareholders are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the Parties is included in reports filed by the Company with the securities commissions or similar authorities in Canada, which are available under the Company’s SEDAR+ profile at www.sedarplus.ca, and with the SEC, which are available on EDGAR at www.sec.gov.

The forward-looking statements contained in this Circular are made as of the date hereof, unless otherwise specified, and the Company and TELUS undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable Securities Laws. All forward-looking statements contained in this Circular are expressly qualified in their entirety by the cautionary statements set forth above and in any document incorporated by reference herein.

Reference to Financial Information and Additional Information

Financial information provided in the Company’s annual financial statements and management’s discussion and analysis (“MD&A”) for the years ended December 31, 2024 and 2023 and in the Company’s unaudited condensed interim consolidated financial statements and MD&A for the three- and six-month periods ended June 30, 2025 and 2024 is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. You can obtain additional documents related to the Company without charge on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. You can also obtain documents related to the Company without charge by visiting the Company’s website at www.telusdigital.com or by making a request to the Company’s Corporate Secretary.

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TABLE OF CONTENTS

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FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING AND THE ARRANGEMENT

Following are some questions that you, as a Shareholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your Shares. All capitalized terms used herein have the meanings ascribed to them in the “Glossary of Terms” of the Circular.

Q:

What am I voting on?

​

A:

You are being asked to consider and, if you deem it acceptable, to vote IN FAVOUR of the Arrangement Resolution, which provides for, among other things, TELUS acquiring all of the issued and outstanding Shares that it and its affiliates do not already own. Pursuant to the Arrangement, each Shareholder (other than Dissenting Holders and TELUS and any of its affiliates) can elect to receive in respect of all (and not a portion) of their Shares, at the Effective Time: (a) $4.50 in cash (the “Cash Consideration”), (b) 0.273 of a common share of TELUS (the “TELUS Shares”), which is the TELUS Share equivalent of the Cash Consideration based on the TELUS Share Price of $16.49 agreed in the Arrangement Agreement (the “Share Consideration”), or (c) $2.25 in cash and 0.136 of a TELUS Share (the “Combination Consideration”) for each Share transferred (collectively, the “Consideration”), subject to proration such that no more than 25% of the aggregate Consideration to be paid to the Shareholders will consist of TELUS Shares. If you do not validly elect to receive Cash Consideration, Share Consideration or Combination Consideration, you will be deemed to have elected to receive Combination Consideration as to all of the Shares you hold.

​

Q:

When and where is the Meeting?

​

A:

The Meeting will be held virtually via live audio webcast on October 27, 2025 at 9:00 a.m. (Vancouver time) at www.meetings.lumiconnect.com/400-570-171-578 (password: tixt2025).

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Q:

Who is soliciting my proxy?

​

A:

Your proxy is being solicited by TELUS Digital management and the Company will pay for the cost of solicitation. TELUS Digital management will solicit proxies either by mail to your latest address shown on the register of shareholders or by electronic mail to the email address you provided. TELUS Digital employees and/or agents may solicit proxies by telephone or other ways at a nominal cost to the Company. In addition, pursuant to the Arrangement Agreement, TELUS has the right to, at its own expense, solicit proxies from the Shareholders to vote in favour of the Arrangement.

​

TELUS Digital has engaged Laurel Hill Advisory Group (“Laurel Hill”), as its proxy solicitation agent, to assist in the solicitation of proxies with respect to the matters to be considered at the Meeting and provide related advice and informational support during the solicitation process.

If you have questions or need assistance completing your form of proxy or voting instruction form please contact Laurel Hill, by email at assistance@laurelhill.com or by telephone at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (outside North America).

If you have any questions about depositing your Shares pursuant to the Arrangement, including with respect to completing the Letter of Transmittal and Election Form, please contact Computershare, who is acting as depositary under the Arrangement (the “Depositary”), by telephone at 1-800-564-6253 (toll free in North America) or 1-514-982-7555 (outside North America), or by email at corporateactions@computershare.com.

Q:

Who can attend and vote at the Meeting and what is the quorum for the Meeting?

​

A:

Only holders of Shares of record as of the close of business on September 12, 2025, the Record Date for the Meeting, are entitled to receive notice of, attend and vote at the Meeting or any adjournment(s) or postponement(s) of the Meeting.

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For all purposes contemplated by this Circular, the quorum for the transaction of business at a meeting of Shareholders is persons who are, or who represent by proxy, Shareholders holding, in the aggregate, at least 25% of Shares plus at least a majority of Multiple Voting Shares.

Q:

What is a Plan of Arrangement?

​

A:

A plan of arrangement is a statutory procedure under Canadian corporate law that allows companies to carry out transactions with the approval of their shareholders and the Court. The Plan of Arrangement you are being asked to consider will provide for, among other things, the acquisition by TELUS of all the issued and outstanding Shares that it and its affiliates do not already own.

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Q:

What will I receive in the Arrangement?

​

A:

Shareholders

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Under the terms of the Arrangement, as more particularly described in this Circular, Shareholders (other than the Dissenting Holders and TELUS and any of its affiliates) can elect to receive in respect of all (and not a portion) of their Shares, at the Effective Time: (a) the Cash Consideration, (b) the Share Consideration, or (c) the Combination Consideration, for each Share transferred, subject to proration such that no more than 25% of the aggregate Consideration to be paid to the Shareholders will consist of TELUS Shares. Shareholders who do not make an election will be deemed to have elected the Combination Consideration in respect of each Share held. For additional details on proration and other adjustments to the Consideration, see “Arrangement Mechanics — Proration, Rounding and Fractional Adjustments”.

The Consideration to be received by Shareholders other than TELUS and its affiliates (the “Minority Shareholders”) represents a 52.0% premium over TELUS Digital’s unaffected closing price of $2.96 per Subordinate Voting Share on the New York Stock Exchange (“NYSE”) on June 11, 2025, the last trading day prior to TELUS’ announcement on June 12, 2025 of its initial proposal. The Consideration also represents a 62.6% premium over TELUS Digital’s 30-day volume weighted average price (“VWAP”) on the NYSE on such date, and an increase from the $3.40 price offered by TELUS in its initial proposal. The TELUS Shares were valued at $16.49 per Share based on their five-day volume-weighted average trading price on the NYSE prior to the date of announcement of the Arrangement.

Optionholders

Each Option outstanding immediately prior to the closing of the Arrangement will be exchanged for a Replacement Option entitling the holder to purchase from TELUS that number of TELUS Shares equal to: (a) 0.273 (the “Exchange Ratio”) multiplied by (b) the number of Subordinate Voting Shares subject to such Option immediately prior to the Effective Time, subject to any rounding and fractional adjustments as set forth in the Plan of Arrangement. The Replacement Option will provide for an exercise price for each whole TELUS Share equal to: (a) the exercise price per Subordinate Voting Share otherwise purchasable pursuant to such Option immediately prior to the Effective Time, divided by (b) the Exchange Ratio, subject to any rounding adjustments. Following the consummation of the Arrangement, the Replacement Options will continue to be governed by the 2021 Omnibus Long-Term Incentive Plan.

For additional information on the treatment of Options pursuant to the Plan of Arrangement, please see “Special Factors — Effect and Details of the Arrangement”.

RSU Holders

Certain outstanding restricted share units (“RSUs”) that otherwise settle in 2025 and all RSUs that are held by our directors (together, “Specified RSUs”) outstanding immediately prior to the closing of the Arrangement (whether vested or unvested) will be transferred to the Company in exchange for an amount in cash from the Company equal to the Cash Consideration, less any applicable withholdings.

Each RSU that is not a Specified RSU (each, a “Non-Specified RSU”) outstanding immediately prior to the closing of the Arrangement (each, a “Surviving RSU”) will remain outstanding and entitle the holder

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to receive TELUS Shares (or the cash equivalent thereof) as is equal to: (a) that number of Subordinate Voting Shares that were issuable upon the vesting of such Non-Specified RSU immediately prior to the closing of the Arrangement, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of TELUS Shares. Following the consummation of the Arrangement, the Non-Specified RSUs will continue to be governed by the 2021 Omnibus Long-Term Incentive Plan.

For additional information on the treatment of RSUs pursuant to the Plan of Arrangement, please see “Special Factors — Effect and Details of the Arrangement”.

PSU Holders

Each PSU outstanding immediately prior to the closing of the Arrangement will remain outstanding and entitle the holder to receive such number of TELUS Shares (or the cash equivalent thereof, and less any applicable withholdings) as is equal to: (a) that number of Subordinate Voting Shares that were issuable upon the vesting of such PSU immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of TELUS Shares. Following the consummation of the Arrangement, the PSUs will continue to be governed by the 2021 Omnibus Long-Term Incentive Plan. The terms and conditions of a Surviving PSU differ based on the type of the Surviving PSU and are as follows:

(a)

each Surviving 2023 PSU will remain outstanding and will thereafter entitle the holder to receive such number of TELUS Shares as is equal to: (A) that number of Subordinate Voting Shares that were issuable upon the vesting of such 2023 PSU, multiplied by (B) the Exchange Ratio; such Surviving 2023 PSU will be governed by the 2021 Omnibus Long-Term Incentive Plan and the applicable grant agreement of the 2023 PSU; for purposes of applicable U.S. Securities Laws, such 2023 PSUs outstanding immediately prior to the Effective Time will be deemed to be exchanged for such Surviving 2023 PSUs; and

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(b)

each Surviving 2024-2025 PSU will remain outstanding and will thereafter entitle the holder to receive such number of TELUS Shares as is equal to: (A) that number of Subordinate Voting Shares that were issuable upon the vesting of such 2024-2025 PSU, multiplied by (B) the Exchange Ratio; such Surviving 2024-2025 PSU will be governed by the 2021 Omnibus Long-Term Incentive Plan and the applicable grant agreement of the 2024-2025 PSU, provided, however, that, in accordance with the terms of the 2021 Omnibus Long Term Incentive Plan, (1) any performance vesting criteria and multipliers in respect of the Company’s “Relative TSR” will be deemed inapplicable and (2) any performance vesting criteria and multipliers in respect of the Company’s “Organic Revenue Growth” targets will be amended in accordance with Company’s budget approved by the Board; for purposes of applicable U.S. Securities Laws, such 2024-2025 PSUs outstanding immediately prior to the Effective Time will be deemed to be exchanged for such Surviving 2024-2025 PSUs;

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(c)

each Surviving PFG PSU will remain outstanding and will thereafter entitle the holder to receive such number of TELUS Shares as is equal to: (A) that number of Subordinate Voting Shares that were issuable upon the vesting of such PFG PSU, multiplied by (B) the Exchange Ratio; such Surviving PFG PSU shall be governed by the 2021 Omnibus Long-Term Incentive Plan and the applicable grant agreement of the PFG PSU, provided, however, that all performance vesting criteria and multipliers in respect of each such Surviving PFG PSU will be deemed to be inapplicable, such that each such Surviving PFG PSU will only be subject to the time-based vesting criteria applicable thereto immediately prior to the Effective Time, the vesting period of such Surviving PFG PSU will be extended to on or about November 20, 2027, and the grant agreement previously evidencing such PFG PSU will thereafter evidence and be deemed to evidence such Surviving PFG PSU; for purposes of applicable U.S. Securities Laws, such PFG PSUs outstanding immediately prior to the Effective Time will be deemed to be exchanged for such Surviving PFG PSUs.

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For additional information on the treatment of PSUs pursuant to the Plan of Arrangement, please see “Special Factors — Effect and Details of the Arrangement”.

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Q:

Does the Special Committee support the Arrangement?

​

A:

Yes. The Special Committee advised the Board that, after careful consideration of such matters as it considered relevant and as more fully described under the heading “Special Factors — Reasons for the Arrangement” contained in this Circular, including, among other things: (a) the terms and conditions of the Arrangement Agreement; (b) the benefits and risks associated with the Arrangement; (c) the possibility of any other strategic alternatives and options reasonably available to the Company; (d) its evaluation of the Arrangement with management and with the Special Committee’s and the Company’s respective legal and financial advisors, as applicable, including receipt by the Special Committee of the BMO Formal Valuation and Opinion and BofA Fairness Opinion (as described in this Circular); and (e) the best interests of TELUS Digital, including the impact of the Arrangement on Minority Shareholders and other stakeholders of the Company, the Special Committee unanimously determined that the Arrangement is in the best interests of TELUS Digital and is fair to the Minority Shareholders, including the “unaffiliated security holders”, as defined in Rule 13e-3 under the Exchange Act. Accordingly, the Special Committee unanimously recommended to the Board that it authorize and approve TELUS Digital entering into the Arrangement Agreement and the performance of its obligations thereunder and that the Board recommend to the Shareholders that they vote in favour of the Arrangement Resolution.

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Q:

Does the Board of Directors support the Arrangement?

​

A:

Yes. The Board, after careful consideration of such matters as it considered relevant, as more fully described under the heading “Special Factors — Reasons for the Arrangement” contained in this Circular, including, among other things, a thorough review of the Arrangement Agreement, and taking into account the best interests of TELUS Digital, and after evaluating the Arrangement with management and TELUS Digital’s legal advisors, including receipt by the Special Committee of the Formal Valuation and Opinions (as described in this Circular), and upon the unanimous recommendation of the Special Committee, unanimously (with interested directors abstaining from voting) determined that the Arrangement is in the best interests of TELUS Digital and is fair to the Minority Shareholders, including the “unaffiliated security holders”, as defined in Rule 13e-3 under the Exchange Act, and that it was advisable and in the best interests of TELUS Digital to approve the entering into and execution and delivery of the Arrangement Agreement and the performance of its obligations thereunder, and unanimously approved the Arrangement. Accordingly, the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders vote IN FAVOUR of the Arrangement Resolution.

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Q:

Who has agreed to support the Arrangement?

​

A:

The Arrangement is supported by EQT, TELUS Digital’s largest Minority Shareholder. EQT previously held 31.0% of the outstanding Subordinate Voting Shares and 7.5% of the Multiple Voting Shares, or approximately 9.1% of the outstanding voting rights of TELUS Digital. EQT agreed to convert and, prior to the Record Date has converted, its Multiple Voting Shares into Subordinate Voting Shares. As a result, EQT holds approximately 37.7% of the outstanding Subordinate Voting Shares. All of TELUS Digital’s directors and officers, holding or having control or direction over approximately 2.9% of the outstanding Subordinate Voting Shares, have also agreed to support the Arrangement.

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The Shares held by the Locked-Up Shareholders eligible to be included in respect of the Minority Approval represent approximately 42.9% of the aggregate voting entitlements for the Minority Approval and, these Shares, together with the Shares held by TELUS and its affiliates, represent approximately 95.9% of the aggregate voting entitlements eligible to vote on the Arrangement Resolution.

Q:

What approvals are required at the Meeting?

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A:

In order to become effective, the Arrangement must be approved by at least (a) two-thirds (662∕3%) of the votes cast by the holders of Multiple Voting Shares and the holders of Subordinate Voting Shares, present in person or represented by proxy at the Meeting, voting together as a single class; and (b) a simple majority of the votes cast by the holders of Subordinate Voting Shares, present in person or represented

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by proxy at the Meeting (excluding for the purposes of this clause (b), votes attached to Subordinate Voting Shares held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101).

Q:

What other approvals are required for the Arrangement?

​

A:

The Arrangement must also be approved by the Court. Prior to the mailing of this Circular, the Company obtained the Interim Order, providing for the calling and holding of the Meeting and other procedural matters. The Company will apply to the Court for the Final Order if the Shareholders approve the Arrangement at the Meeting. The Court will be asked to make an order approving the Arrangement and to consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. See “Special Factors — Court Approval of the Arrangement”.

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In addition to obtaining the court approval described above, the Arrangement is subject to certain Regulatory Approvals, as well as the satisfaction of all other conditions precedent. See “The Arrangement Agreement — Regulatory Approvals”.

Q:

What voting rights do the Shares carry? How many votes do I have?

​

A:

As at the Record Date, a total of approximately 152.0 million Multiple Voting Shares and 126.7 million Subordinate Voting Shares were issued and outstanding. You are entitled to receive notice of, and to vote at, the Meeting or at any adjournment or postponement thereof, if you were a holder of Shares as of the close of business on the Record Date.

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Each holder of Shares of record as of the close of business on the Record Date is entitled to (a) 10 votes for each Multiple Voting Share and (b) one vote for each Subordinate Voting Share that is held in their name.

Q:

How do Shareholders elect to receive Consideration under the Arrangement?

​

A:

Each Registered Shareholder (other than the Dissenting Holders and TELUS and its affiliates) will have the right to elect in the accompanying Letter of Transmittal and Election Form to receive, at the Effective Time: (a) the Cash Consideration, (b) the Share Consideration, or (c) the Combination Consideration, for each Share transferred, subject to proration such that no more than 25% of the aggregate Consideration to be paid to the Shareholders will consist of TELUS Shares.

​

If you fail to make a proper election prior to the election deadline, October 22, 2025, or, if the Meeting is adjourned or postponed, no later than three Business Days before the adjourned Meeting is reconvened or the postponed Meeting is convened (the “Election Deadline”), or if you choose not to make an election, you will be deemed to have elected the Combination Consideration in respect of each of your Shares.

Beneficial Shareholders should contact their Intermediary for instructions and assistance in delivery of the share certificate(s) or DRS Advice(s) representing their Shares and making an election with respect to the form of Consideration they wish to receive.

For additional information, including information regarding how the Depositary will send you the Consideration, please see “Arrangement Mechanics — Payment, DRS Advices and Certificates”.

Q:

If I make an election to receive Cash Consideration, Share Consideration or Combination Consideration, what consideration will I receive?

​

A:

If you elect to receive the Cash Consideration, you will receive the entire Consideration in cash. However, if you elect the Share Consideration or Combination Consideration, your election may be prorated. This is because the aggregate Consideration under the Arrangement is capped such that no more than 25% of the aggregate Consideration to be paid to the Shareholders will consist of TELUS Shares. Whether your selected Consideration will be prorated and the extent of such proration will depend on the degree to which other Shareholders elect to receive TELUS Shares.

​

In the most extreme example, where all Shareholders elect to receive the Share Consideration, then the election of all electing Shareholders will be prorated such that all Shareholders will receive 75% cash and

33

 

25% TELUS Shares as Consideration, notwithstanding their elections. Conversely, if all Shareholders elect to receive the Cash Consideration, all Consideration would be paid in 100% cash without proration. If all Shareholders elect or are deemed to have elected to receive the Combination Consideration, the elections will be prorated such that all Shareholders will receive 75% cash and 25% TELUS Shares as Consideration as opposed to 50% cash and 50% TELUS Shares.

Q:

When can I expect to receive the Consideration?

​

A:

You will receive the Consideration due to you under the Arrangement as soon as practicable after the Arrangement becomes effective and your Letter of Transmittal and Election Form and share certificate(s) or DRS Advice(s), as applicable, and all other required documents are properly completed and received by the Depositary. Assuming completion of the Arrangement, if you hold your Shares through an Intermediary, then you are not required to take any action and the Consideration you are entitled to receive will be delivered to your Intermediary through the procedures in place for such purposes between Cede & Co. or similar entities and such Intermediaries. You should contact your Intermediary if you have any questions regarding this process.

​

The method used to deliver the Letter of Transmittal and Election Form and any accompanying certificate(s) or DRS Advice(s) representing the Shares is at the option and risk of the Registered Shareholder and delivery will be deemed effective only when such documents are actually received. The safest method to ensure delivery of the necessary documentation is to hand deliver it to the Depositary at the designated address shown on the Letter of Transmittal and Election Form, and a to obtain a receipt; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended. Beneficial Shareholders should contact their Intermediary for assistance in depositing the Shares they beneficially own.

For additional information, including information regarding how the Depositary will send you the Consideration, please see “Arrangement Mechanics — Payment, DRS Advices and Certificates”.

Q:

Are the TELUS Shares listed on a stock exchange?

​

A:

Yes. The TELUS Shares currently trade on the TSX under the symbol “T” and on the NYSE under the symbol “TU”. TELUS has applied to list the TELUS Shares issuable as part of the Arrangement on the TSX and the NYSE and it is a condition of closing that TELUS will have obtained conditional approval for such listings. Listing will be subject to TELUS fulfilling all the listing requirements of the TSX and the NYSE.

​

Q:

In what currency will I receive the cash component of my Consideration under the Arrangement?

​

A:

If you are a Beneficial Shareholder and are entitled to receive a cash payment under the Arrangement (whether because you elected to receive Cash Consideration, elected (or were deemed to have elected) to receive Combination Consideration, or elected to receive Share Consideration, that was prorated), you will receive the cash payment in United States dollars, unless you contact your Intermediary through which your Shares are held and request that the Intermediary make an election to use the Depositary’s currency exchange services to convert the cash payment into Canadian dollars, as described below.

​

If you are a Registered Shareholder and are entitled to receive a cash payment under the Arrangement (whether because you elected to receive the Cash Consideration, elected (or were deemed to have elected) to receive Combination Consideration, or elected to receive Share Consideration, that was prorated), you will receive the cash payment in United States dollars, unless you elect to receive the cash payment in Canadian dollars by checking Box F of the Letter of Transmittal and Election Form and delivering a completed form to the Depositary prior to the Election Deadline.

The exchange rate for U.S. dollars expressed in Canadian dollars will be based on the prevailing market rate(s) available to Computershare Trust Company of Canada, in its capacity as foreign exchange service provider, on the date of the currency conversion. All risks associated with the currency conversion from U.S. dollars to Canadian dollars including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion are for the electing

34

 

Shareholder’s sole account and will be at such Shareholder’s sole risk and expense, and none of the Company, TELUS or Computershare Trust Company of Canada, or their respective affiliates and successors, are responsible for any such matters. Computershare Trust Company of Canada will act as principal in such currency conversion transactions.

Q:

Am I a Registered Shareholder or a Beneficial Shareholder?

​

A:

Registered Shareholders hold Shares registered in their names and such Shares are generally evidenced by a share certificate or DRS Advice. However, many holders of Shares beneficially own their Shares through a broker, investment dealer, bank, trust company, nominee or other intermediary (each, an “Intermediary”). If your Shares appear on an account statement provided by your bank, broker or financial advisor, you are, in all likelihood, a Beneficial Shareholder. Beneficial Shareholders should carefully follow the instructions of their Intermediaries, in addition to the instructions set forth in this Circular, to ensure that their Shares are voted at the Meeting in accordance with their instructions and that their election to receive Cash Consideration, Share Consideration or Combination Consideration is made. Shareholders who do not make such an election will be deemed to have elected the Combination Consideration in respect of each Share held.

​

Q:

Do I need to send my Share certificates or DRS Advices to vote?

​

A:

You are not required to send your certificate(s) or DRS Advice(s) representing Shares to validly cast your vote in respect of the Arrangement Resolution.

​

We encourage Registered Shareholders to complete, sign, date and return the enclosed Letter of Transmittal and Election Form, together with their certificate(s) or DRS Advice(s) representing Shares (as applicable) in accordance with the instructions set out in this Circular, as soon as possible, as this will assist in arranging for the prompt exchange of their Shares if the Arrangement is completed. Additionally, in order to make an election to receive a specific form of Consideration, you will need to return a properly completed and duly executed Letter of Transmittal and Election Form, along with your certificates or DRS Advice(s) representing Shares, prior to the Election Deadline. If you fail to make a proper election prior to the Election Deadline (being three Business Days prior to the Meeting) or choose not to make an election, you will be deemed to have elected the Combination Consideration in respect of each Share transferred.

Where Shares are evidenced only by DRS Advice, there is no requirement to first obtain a share certificate for those Shares. Only a properly completed and duly executed Letter of Transmittal and Election Form, accompanied by the applicable DRS Advice(s), is required to be delivered to the Depositary in order to surrender those Shares under the Arrangement.

Do not send your Letter of Transmittal and Election Form and share certificate(s)/DRS Advice(s) to TELUS Digital.

Q:

As a Registered Shareholder, what happens if I submit my Letter of Transmittal and Election Form and the associated documentation, including my share certificate(s) or DRS Advice(s), and the Arrangement Resolution is not approved or the Arrangement is not completed?

​

A:

If the Arrangement Resolution is not approved or if the Arrangement is not otherwise completed, your share certificate(s) and/or DRS Advice(s) and any other documentation associated with your ownership of Shares will be returned promptly to you by the Depositary.

​

Q:

How do I vote?

​

A:

Registered Shareholders can vote in the following ways:

​

Internet

•

By visiting the following website: www.investorvote.com. Refer to your 15-digit control number (shown on your proxy form) and follow the online voting instructions.

​

35

 

Telephone

•

By calling the toll-free number, 1-866-732-VOTE (8683). To vote by phone, simply refer to your 15-digit control number (shown on your proxy form) and follow the instructions.

​

•

Note that you cannot appoint anyone other than Jason Macdonnell, Acting CEO and COO, TELUS Digital and President, TELUS Digital Customer Experience, or, failing him, Josh Blair, Lead Director (together, the “Management Proxyholders”), as your proxy if you vote by phone.

​

Mail

•

By completing your proxy form or voting instruction form and returning it by mail or hand delivery, following the instructions on the form.

​

Online during the Meeting

1.

Log in online at www.meetings.lumiconnect.com/400-570-171-578 at least 15 minutes before the Meeting starts. Please check that your browser is compatible.

​

2.

Click “Shareholder”.

​

3.

Enter your control number (on your proxy form) as your username.

​

4.

Enter the password: tixt2025 (case sensitive).

​

5.

Follow the instructions to view the Meeting and vote when prompted.

​

Once you log into the Meeting using your control number and you accept the terms and conditions, you will be revoking any and all previously submitted proxies for the Meeting and will be provided with the opportunity to vote by online ballot on the matters put forth at the Meeting. If you do not wish to revoke a previously submitted proxy, you may log in as a guest, but you will be unable to vote at the Meeting. Even if you currently plan to attend and vote at the virtual Meeting, you should consider voting your Shares by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or in the event that you are unable to access the Meeting for any reason.

See also “When is the cut-off time for delivery of proxies and internet and telephone voting?” below. For Beneficial Shareholders, please see “How do I appoint a third party as my proxyholder?” below.

The persons named in the Proxy and VIF are Management Proxyholders. However, as further described herein, you may choose another person to act as your proxyholder, including someone who is not a Shareholder. For further instructions see “How do I appoint a third party as my proxyholder?” below.

On the Proxy, you may indicate either how you want your proxyholder to vote your Shares, or you can let your proxyholder decide for you. If you have specified on the Proxy how you want your Shares to be voted on a particular matter (by marking FOR or AGAINST), then your proxyholder must vote your Shares accordingly. If you have not specified on the Proxy how you want your Shares to be voted on a particular matter, then your proxyholder can vote your Shares as they see fit; provided that, unless contrary instructions are provided, the voting rights attached to the Shares represented by proxies received by the management of TELUS Digital will be voted IN FAVOUR of the Arrangement Resolution.

The Proxy confers discretionary authority with respect to: (a) amendments or variations to the matters of business to be considered at the Meeting; and (b) other matters that may properly come before the Meeting, to the extent permitted by law. As of the date of this Circular, the management of TELUS Digital is not aware of any amendments, variations or other matters to come before the Meeting, other than the matters set forth in the Notice of Meeting included in this Circular. If, however, other matters properly come before the Meeting, the persons named in the Proxy and VIF will vote on them in accordance with their judgment, pursuant to the discretionary authority conferred upon them by the Proxy with respect to such matters.

Beneficial Shareholders should carefully follow all instructions provided by their Intermediaries to ensure that their Shares are voted at the Meeting. See “Information Concerning the Meeting — Beneficial Shareholders”.

36

 

Q:

How will the votes be counted?

​

A:

Computershare, TELUS Digital’s transfer agent, counts and tabulates the proxies. Proxies are counted and tabulated by Computershare in such a manner as to preserve the confidentiality of the voting instructions of Registered Shareholders, subject to a limited number of exceptions.

​

Q:

How do I appoint a third party as my proxyholder?

​

A:

The persons named in the Proxy and VIF are Management Proxyholders. A Shareholder has the right to appoint a person (who need not be a Shareholder) to represent their Shares at the Meeting other than the Management Proxyholders.

​

If you want to appoint someone else as your proxy to attend, participate in and vote at the Meeting (other than the Management Proxyholders), you must submit your proxy form appointing the third party AND register the third-party proxyholder as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy form. Failure to register the proxyholder will result in the proxyholder not receiving a username to participate or vote at the Meeting. The third party you appoint as a proxyholder does not need to be a Shareholder.

Please follow these steps:

Step 1. Submit your proxy form — To appoint a third-party proxyholder, insert the person’s name into the appropriate space on the proxy form or online. Follow the instructions for submitting the proxy form (whether by internet or mail). This step must be completed before registering your proxyholder as detailed in step 2.

Step 2. Register your proxyholder — To register a proxyholder, the Shareholder MUST visit www.computershare.com/TELUSDigital by 9:00 a.m. (Vancouver time) on October 23, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to attend, participate or vote at the Meeting.

Step 3. Beneficial Shareholders (if applicable) — If you are a Beneficial Shareholder located in the United States, and you wish to appoint a third party as your proxyholder, you must also obtain a valid legal proxy from your Intermediary. To do so, you should follow these steps in addition to the steps above:

1.

Follow the instructions from your Intermediary included with the legal proxy form and voting information forms sent to you or contact your Intermediary to request a legal proxy form if you have not received one.

​

2.

After you receive a valid legal proxy form from your Intermediary, you must submit such legal proxy to Computershare. You can submit your proxy by email or by courier to:

​

USLegalProxy@computershare.com (if by email), or
Computershare Investor Services, Inc.
320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 (if by courier),

and in both cases, it must be labeled as “Legal Proxy” and received no later than 9:00 a.m. (Vancouver time) on October 23, 2025.

3.

You will receive confirmation of your registration by email after Computershare receives your registration materials. Please note that you are required to register your appointment as a proxyholder at www.computershare.com/TELUSDigital as noted above.

​

Please see “Information Concerning the Meeting — Beneficial Shareholders” for more information.

Q:

What if I have difficulties accessing the Meeting?

​

A:

You may access the website via your smartphone, tablet or computer and you will need the latest version of Chrome, Safari, Edge or Firefox (note that the use of Internet Explorer is not recommended). Please

​

37

 

ensure that you are connected to the internet at all times to be able to vote. If you are not connected, your vote may not be recorded. It is your responsibility to ensure that you stay connected for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. You should allow ample time to log into the Meeting online and complete the related procedure. Please also see the User Guide, which is included in the mailing envelope sent to Shareholders and is available at www.envisionreports.com/telusdigital2025special and on the Company’s profile on www.sedarplus.ca and www.sec.gov, for additional instructions on participating in the virtual Meeting. For further help, or if you have any difficulties logging into the Meeting online, contact Lumi at support-ca@lumiglobal.com and an Event Specialist will respond promptly.

Q:

How to ask questions regarding the matters being voted on?

​

A:

Questions for the Meeting may be submitted before the Meeting through www.investorvote.com (refer to your control number as shown on your proxy form or on your voting instruction form, as applicable). Only Registered Shareholders and duly appointed proxyholders may submit questions for the Meeting before the Meeting.

​

Before a vote is held on each matter, the chair of the Meeting and members of management present will answer questions specifically relating to matters to be voted on, if applicable. If there are multiple questions on the same topic, or that are otherwise related, questions may be grouped, summarized and answered together. This is to ensure that the Meeting is conducted in an orderly manner that is fair to all parties and the chair of the Meeting may exercise broad discretion in doing so.

Q:

What if I return my proxy but do not mark it to show how I wish to vote?

​

A:

If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your Shares will be voted IN FAVOUR of the Arrangement Resolution in accordance with the recommendation of the Board.

​

Q:

When is the cut-off time for delivery of proxies and internet and telephone voting?

​

A:

Proxies sent by mail or courier must be delivered to Computershare, not less than 48 hours (excluding Saturdays, Sundays and holidays in Vancouver) before the time of the Meeting or any adjournment or postponement thereof. In this case, assuming no adjournment or postponement, the proxy-cut off time is 9:00 a.m. (Vancouver time) on October 23, 2025. Online votes submitted via the internet at www.investorvote.com and votes submitted by telephone by calling 1-866-732-VOTE (8683) must also be submitted by 9:00 a.m. (Vancouver time) on October 23, 2025.

​

Beneficial Shareholders should complete and return their VIF well in advance of the Meeting, in accordance with the instructions in the VIF.

Q:

As a Shareholder, can I revoke my proxy or change my vote after I have submitted a signed proxy?

​

A:

Yes. If you change your mind about your voting, you may revoke your proxy by following the instructions below. Your new proxy must be received by the Proxy Deadline described above as any new proxy received after this time may only be effective to revoke your previous proxy.

​

1.

Deliver a letter stating that you want to revoke your proxy to the registered office of the Company, to the attention of:

​

TELUS Digital
Chief Legal Officer and Corporate Secretary
5th Floor, 510 West Georgia Street
Vancouver, British Columbia V6B 0M3

any time up to 9:00 a.m. (Vancouver time) on October 24, 2025 or, if the Meeting is adjourned or postponed, by 9:00 a.m. (Vancouver time), on the Business Day before the date of the reconvened Meeting.

2.

Any other way allowed by law.

​

38

 

Q:

Do any directors or executive officers of TELUS Digital have any interests in the Arrangement that are different from, or in addition to, those of the Shareholders?

​

A:

In considering the recommendation of the Board to vote in favour of the matters discussed in this Circular, Shareholders should be aware that TELUS and some of the directors and senior officers of TELUS Digital have interests in the Arrangement that are different from, or in addition to, the interests of Shareholders generally. See “Special Factors — Interests of Certain Persons in the Arrangement” in this Circular.

​

Q:

Will the Subordinate Voting Shares continue to be listed on the TSX and the NYSE after the Arrangement is completed?

​

A:

No. If the Arrangement is completed, TELUS will acquire all of the outstanding Shares and TELUS Digital will become a wholly-owned subsidiary of TELUS following the completion of the Arrangement. It is expected that the Subordinate Voting Shares will be delisted from the TSX and NYSE. Former Shareholders who receive TELUS Shares as a result of the Arrangement will hold TELUS Shares, which are listed on TSX and NYSE.

​

Q:

How will I know when the Arrangement will be implemented?

​

A:

The Effective Date will occur as soon as reasonably practicable (and in any event not later than the third Business Day) after the satisfaction or the waiver of all of the conditions to the completion of the Arrangement. If the Required Shareholder Approval is obtained at the Meeting, and all required approvals are obtained, and subject to the satisfaction of all other conditions to closing, the Effective Date is expected to occur at the end of October 2025. On the Effective Date, TELUS Digital and TELUS will publicly announce that the conditions are satisfied or waived and that the Arrangement has been completed.

​

Q:

Are there risks I should consider in deciding whether to vote in favour of the Arrangement Resolution?

​

A:

Yes. Shareholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (a) there can be no certainty that all conditions precedent to the Arrangement will be satisfied; (b) Shareholders that elect the Share Consideration or the Combination Consideration may be subject to proration in accordance with the Plan of Arrangement; (c) the number of TELUS Shares to be received under an election to receive the Share Consideration or the Combination Consideration is fixed and may not correlate to the Cash Consideration; (d) the market price of the Subordinate Voting Shares and TELUS Shares may be materially adversely affected if the Arrangement is not completed; (e) the Arrangement Agreement may be terminated in certain circumstances; (f) the completion of the Arrangement is uncertain and TELUS Digital will incur costs even if the Arrangement is not completed; (g) there is a limited possibility that a Superior Proposal will emerge given TELUS’ majority ownership interest and indication that TELUS would not support an alternative transaction; (h) the Arrangement may divert the attention of TELUS Digital’s management; (i) restrictions from pursuing business opportunities under the Arrangement Agreement; (j) TELUS Shares issued in connection with the Arrangement may have a market value different than expected; (k) Directors and officers of TELUS Digital have interests in the Arrangement that may be different from those of Shareholders generally; (l) TELUS and TELUS Digital may be the targets of legal claims, securities class action, derivative lawsuits and other claims; and (m) as a holder of TELUS Shares, the Shareholders will be subject to the risks associated with being a shareholder of TELUS. See “Risk Factors — Risks Related to the Arrangement” and “Information Concerning TELUS” in this Circular.

​

Q:

What are the Canadian income tax consequences of the Arrangement?

​

A:

For a summary of certain material Canadian income tax consequences of the Arrangement, see “Certain Canadian Federal Income Tax Considerations” in this Circular. That summary is not intended to be legal or tax advice to any particular Shareholder. Shareholders should consult their own tax and investment advisors with respect to their particular circumstances.

​

39

 

Q:

What are the U.S. federal income tax consequences of the Arrangement?

​

A:

For a summary of certain material U.S. federal income tax consequences of the Arrangement, see “Certain U.S. Federal Income Tax Considerations” in this Circular. That summary is not intended to be legal or tax advice to any particular Shareholder. Shareholders in the United States are urged to consult their own tax and investment advisors with respect to their particular circumstances.

​

Q:

Am I entitled to Dissent Rights?

​

A:

If you are a Registered Shareholder who duly and validly exercises Dissent Rights in strict compliance with sections 242 and 247 of the BCBCA, as modified by the Interim Order, the Final Order, the Plan of Arrangement and any other order of the Court, and the Arrangement Resolution is approved, you will be entitled to be paid the fair value of your Shares, less any applicable withholdings, which will be calculated as of the close of business on the Business Day before the Arrangement Resolution was adopted. This amount may be the same as, more than or less than the value of the Consideration received by the Shareholders under the Arrangement.

​

If you wish to dissent, you must: (a) provide to TELUS Digital by mail at 5th Floor, 510 West Georgia Street, Vancouver, British Columbia V6B 0M3, attention: Chief Legal Officer and Corporate Secretary, by no later than 2:00 p.m. (Vancouver time) on October 23, 2025 (or the Business Day that is two Business Days immediately preceding the Meeting if it is not held on October 27, 2025), a written objection to the Arrangement Resolution, and (b) otherwise comply strictly with the provisions of Division 2 of Part 8 of the BCBCA as modified by the Interim Order, the Final Order, the Plan of Arrangement and any other order of the Court. Failure to comply strictly with such requirements could result in the loss of any right to dissent. It is strongly suggested that any Registered Shareholder wishing to dissent seek independent legal advice. See “Special Factors — Court Approval of the Arrangement — Dissenting Holders’ Rights”.

Q:

Who can I call with questions?

​

A:

If you have any questions about the information contained in this Circular or require assistance in completing your form of proxy, please contact Laurel Hill by email at assistance@laurelhill.com or by telephone at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (outside North America).

​

For questions about completing your Letter of Transmittal and Election Form please contact Computershare toll free at 1-800-564-6253 (North America) or 1-514-982-7555 (outside North America), or by email at corporateactions@computershare.com.

If you have questions about deciding how to vote on the Arrangement Resolution, you should contact your own legal, tax, financial or other professional advisor.

40

 

SPECIAL FACTORS

At the Meeting, the Shareholders will be asked to consider and, if deemed advisable, to pass the Arrangement Resolution to approve the Arrangement. The Arrangement, the Plan of Arrangement and certain terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Plan of Arrangement attached as Appendix B to this Circular and the Arrangement Agreement, which is available under TELUS Digital’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Background to the Arrangement

The execution of the Arrangement Agreement followed a comprehensive review and negotiation process undertaken at the direction of the Special Committee to assess TELUS’ non-binding indication of interest dated June 11, 2025, to acquire all outstanding Shares not already owned by TELUS and its affiliates at a price of $3.40 per Share, in cash, TELUS Shares or a combination thereof (the “Initial TELUS Proposal”) and any reasonably available alternatives, and involved extensive negotiations among representatives of TELUS Digital (under the direction and oversight of the Special Committee), the Special Committee, TELUS, and each of their respective legal and financial advisors, taking into account the input of certain Minority Shareholders, including EQT, TELUS Digital’s largest Minority Shareholder. The following is a summary of the material events, meetings, negotiations, discussions and actions that preceded the execution and public announcement of the Arrangement Agreement.

In February 2021, the Company completed its initial public offering (the “IPO”) of Subordinate Voting Shares on the TSX and NYSE at a price of $25.00 per Share. As of the closing of the IPO, TELUS held approximately 67.0% of the voting power of TELUS Digital and approximately 55.2% of the economic interest, and EQT held approximately 30.7% of the voting power of TELUS Digital and approximately 25.3% of the economic interest.

The Board, with the assistance of TELUS Digital’s senior management team, regularly evaluates the Company’s performance, future growth prospects, overall corporate strategy and long-term strategic plans and alternatives with the goal of strengthening the business and increasing Shareholder value. In addition, since the IPO, members of the Company’s senior management regularly interact with senior representatives of TELUS, as the Company’s largest shareholder and customer, in connection with evaluating the Company’s strategic direction, ongoing business plans and potential strategic alternatives. As part of the Company’s growth strategy, the Board has considered a variety of strategic initiatives, including acquisitions, strategic partnerships and other potential transactions. This included the acquisition of WillowTree in October 2022, a premier full-service digital product provider focused on end-user experiences.

However, following the IPO, challenges emerged in the global market for digital customer service organizations. Increased competition and pricing pressures, significant challenges for digital transformation sector businesses resulting from moderation of demand following the COVID pandemic digitization growth — compounded by the Company’s high level of debt in a rising interest rate environment — placed meaningful pressure on the Company’s profitability and earnings, and led to the Company implementing a series of cost reduction initiatives. Against this backdrop, and increasing stock market concerns around the potential impact of rapid developments in generative artificial intelligence (“AI”) disrupting the customer experience businesses, the Company’s share price and trading multiple declined significantly, which adversely impacted the Company’s ability to grow as initially planned through acquisitions.

Subsequent to the IPO and prior to TELUS’ announcement of its proposal to acquire TELUS Digital, EQT undertook certain sales of outstanding Multiple Voting Shares and Subordinate Voting Shares. As part of these sales, TELUS acquired certain of the Shares directly from EQT. As a result of these transactions and open market purchases, immediately prior to the announcement of the Initial TELUS Proposal, TELUS held 6,874,822 Subordinate Voting Shares and 152,004,019 Multiple Voting Shares, representing approximately 6.0% of the outstanding Subordinate Voting Shares and approximately 92.5% of the outstanding Multiple Voting Shares, respectively, or, on a combined basis, approximately 86.9% of the voting power of TELUS Digital and approximately 57.1% of the economic interest in TELUS Digital, and EQT held approximately 35,398,417 Subordinate Voting Shares and 12,377,857 Multiple Voting Shares, representing approximately 31.0% of the outstanding Subordinate Voting Shares and approximately 7.5% of the outstanding Multiple

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Voting Shares (and, assuming the conversion of their Multiple Voting Shares into Subordinate Voting Shares, approximately 37.7% of the outstanding Subordinate Voting Shares), respectively, or, on a combined basis, approximately 9.1% of the voting power of TELUS Digital and approximately 17.2% of the economic interest in TELUS Digital.

On June 11, 2025, TELUS submitted the Initial TELUS Proposal to Mr. Josh Blair, Lead Director of the Board of TELUS Digital. That evening, Mr. Blair informed the independent directors of the Board of the Initial TELUS Proposal and the management of TELUS Digital, and, subsequently, Mr. Michel Belec, the Chief Legal Officer of TELUS Digital, engaged Osler as Canadian counsel and subsequently engaged Paul, Weiss as U.S. counsel.

On the morning of June 12, 2025, each of TELUS and TELUS Digital issued separate press releases disclosing the Initial TELUS Proposal.

On June 15, 2025, the independent members of the Board (being all Board members except Messrs. Darren Entwistle, Doug French, Jeffrey Puritt and Navin Arora) met to review the Initial TELUS Proposal and to discuss the process and considerations relevant to considering the Initial TELUS Proposal in view of the controlling interest already held by TELUS and the fact that the Initial TELUS Proposal stated that TELUS would not support any alternative transactions to the Initial TELUS Proposal, nor a sale of its Shares. Representatives of Osler reviewed with the independent directors their fiduciary duties in the circumstances. The independent directors discussed the need for a special committee of independent directors, potential legal counsel to a special committee and potential financial advisors, and agreed to form a Special Committee and to appoint Mr. Blair and Mr. Olin Anton, Chair of the Audit Committee of the Board (together, the “Co-Chairs” and, each, a “Co-Chair”), as Co-Chairs thereof, subject to preparing and the Board formally approving the mandate for the Special Committee. Osler also reviewed the nature of the process and approvals necessary to implement a transaction of the nature contemplated by the Initial TELUS Proposal. Representatives of Paul, Weiss also reviewed with the independent directors the special disclosure rules that would be applicable in connection with a proposed transaction under Rule 13e-3 under the Exchange Act.

On June 17, 2025, following discussions among the Co-Chairs, other independent directors and TELUS Digital advisors, an initial reply was sent from TELUS Digital to TELUS confirming that the independent directors had received and were considering the Initial TELUS Proposal.

On June 19, 2025, after having identified a short-list of prospective legal counsel assessed as independent, experienced and qualified, the Co-Chairs met with and interviewed three firms to act as legal counsel to the Special Committee. Following these meetings, McCarthy was selected as independent counsel to the Special Committee.

On June 21, 2025, the independent directors of the Board met to review a draft mandate for the Special Committee that had been prepared by Osler and Paul, Weiss and provided a draft to McCarthy. The independent directors ratified the engagement of McCarthy as independent counsel to the Special Committee. The independent directors also identified and discussed the engagement of prospective financial advisors and independent valuators and reviewed initial feedback on the Initial TELUS Proposal received from EQT.

On June 22, 2025, the Board (with Messrs. Entwistle, French, Puritt and Arora declaring an interest and abstaining from voting) unanimously approved the formation and mandate of the Special Committee, to be comprised of Messrs. Josh Blair and Olin Anton as Co-Chairs, together with Ms. Madhuri Andrews, Ms. Sue Paish, Ms. Carolyn Slaski and Ms. Sandra Stuart, all of whom are independent within the meaning of applicable corporate and securities laws. The mandate of the Special Committee empowered it to, among other things: establish, review, direct and supervise the process to be carried out by the Company in assessing any potential transaction with TELUS and any relevant alternatives reasonably available to the Company (including the preservation of the status quo); to review and consider the proposed terms, conditions and structure of any potential transaction with TELUS or alternatives thereto; discuss the terms of any potential transaction with TELUS and any relevant alternatives with Minority Shareholders; retain and seek advice from legal counsel and such financial, accounting and other advisors of its choosing, including with respect to retaining an independent valuator and supervising the preparation of an independent “formal valuation” under applicable Canadian securities laws (including MI 61-101 and related guidance) and/or fairness opinions; supervise and direct the negotiation of any definitive agreement and the conduct of any due

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diligence, communications and discussions with respect to any potential transaction with TELUS or alternative thereto; report to the Board its findings in respect of any proposed transaction with TELUS and alternatives thereto; and consider and make recommendations to the Board with respect to any potential transactions and to determine the appropriate processes related thereto.

On June 26, 2025, BofA Securities delivered to the Special Committee a relationship disclosure letter providing certain information regarding BofA Securities’ relationships with TELUS Digital, TELUS and EQT. Such relationship disclosure letter was subsequently updated on September 1, 2025 and shared with the Special Committee.

Over the course of June 27, 2025 and June 28, 2025, members of the Special Committee, together with representatives of McCarthy, met with and interviewed several investment banks to discuss potential financial advisory and independent valuator roles.

On June 28, 2025, the Special Committee, together with representatives of McCarthy, held a meeting to discuss the engagement of the financial advisors and independent valuators and their views on the prospective advisors that had been interviewed, with a focus on assessing the relevant capabilities, credentials, reputation, applicable financial and valuation experience and independence considerations of various investment banking firms. The Special Committee also received updates with respect to recent communications with EQT. McCarthy provided the Special Committee with an overview with respect to applicable independence considerations and processes under MI 61-101 and its related guidance. The Special Committee considered the independence of all members and concluded that each member was independent for the purposes of MI 61-101 and related securities laws and guidance.

Between July 1, 2025 and July 2, 2025, the Co-Chairs and McCarthy discussed potential communications advisors that might be appropriate to engage to support the Special Committee and the Company throughout its process and recommended FGS Longview Communications Inc. (“FGS Longview”) whose representatives were interviewed for the role. Effective July 2, 2025, FGS Longview was engaged by way of a written engagement letter.

On July 3, 2025, the Special Committee received a letter from EQT expressing its concerns with the Initial TELUS Proposal, including its view the Initial TELUS Proposal undervalued the Company in light of its recent global rebranding and repositioning of the business to leverage the Company’s digital capabilities and AI expertise. EQT stated that it would not be willing to sell its interest in the Company at the price contemplated by the Initial TELUS Proposal.

On July 6, 2025, BMO Capital Markets provided the Special Committee with certain information relating to BMO Capital Markets’ material investment banking relationships during the approximately prior 24-month period with TELUS Digital, TELUS and Baring Private Equity Asia (an affiliate of EQT through which EQT holds its investment in TELUS Digital), which information was subsequently updated and again provided to the Special Committee on August 20, 2025.

Also on July 6, 2025, the Special Committee held a meeting at which the Special Committee, with the advice of McCarthy, discussed and determined to engage BofA Securities as independent financial advisor to the Special Committee and BMO Capital Markets as independent valuator and financial advisor to the Special Committee. Management of TELUS Digital presented to the Special Committee management’s initial draft five-year financial model for TELUS Digital, noting key assumptions and variables underlying the financial model. Representatives of BofA Securities and FGS Longview then joined the meeting. The Special Committee discussed the letter received from EQT on July 3, 2025 and considered potential responses with its advisors. The Special Committee also discussed potential timing and approaches to engage with the Company’s other significant Minority Shareholders to understand their perspectives on the Initial TELUS Proposal. Representatives of BofA Securities reviewed its preliminary financial analyses of TELUS Digital. Representatives of McCarthy referred the Special Committee to materials they had provided regarding corporate law duties and certain securities law matters and noted that a detailed discussion of those materials would be held at the next meeting.

Following the Special Committee meeting held on July 6, 2025, the Special Committee approved the engagement of BofA Securities as its independent financial advisor and BMO Capital Markets as its independent valuator and financial advisor pursuant to written engagement letters, the terms of which

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engagement letters, including fees, were negotiated by the Co-Chairs on behalf of the Special Committee over the next few days with the assistance of McCarthy.

On July 7, 2025, the Co-Chairs of the Special Committee delivered to EQT a written response to EQT’s letter. The response confirmed the formation of the Special Committee and the engagement of each of McCarthy, BofA Securities and BMO Capital Markets as external advisors to the Special Committee. The response also highlighted EQT’s anticipated critical role in any negotiations with TELUS given EQT’s significant ownership position in the Company. The Co-Chairs offered to have a meeting to better understand EQT’s perspectives and determine how to work collaboratively to achieve an optimal outcome for TELUS Digital and its Minority Shareholders and other stakeholders if the Special Committee and Board determined that a transaction was in the best interests of the Company.

A process update was publicly disclosed by way of press release issued by TELUS Digital on July 9, 2025. That same day, a draft non-disclosure agreement containing confidentiality, standstill and non-solicit provisions and reflecting the input of the Special Committee and McCarthy, was provided by Osler, on behalf of TELUS Digital, to Stikeman, Canadian counsel to TELUS. Following extensive discussions and negotiations between the parties with the oversight of the Special Committee and McCarthy, the non-disclosure agreement was signed on July 17, 2025. The non-disclosure agreement contained a four-month standstill and customary non-solicitation provisions and included restrictions on TELUS’ ability to speak to Minority Shareholders without the consent of the Special Committee.

Following execution of the non-disclosure agreement between TELUS and TELUS Digital, TELUS and its advisors were granted access to a virtual data room set up and managed by the Special Committee’s financial advisor BofA Securities, subject to all non-public information requested by and provided to TELUS being subject to approval by the Co-Chairs on behalf of the Special Committee. TELUS’ due diligence continued, with the oversight of the Special Committee and its advisors, until the execution of the Arrangement Agreement.

On July 10, 2025 the Special Committee received a further letter from EQT accepting the Special Committee’s invitation to meet and discuss the Initial TELUS Proposal.

On July 13, 2025, the Special Committee held a meeting, which representatives of McCarthy, BofA Securities and FGS Longview attended, during which TELUS Digital management presented to the Special Committee updates to its preliminary draft five-year financial model of TELUS Digital, including certain adjustments to inputs, assumptions and variables that management had revised in response to feedback it had received at its prior meeting with the Special Committee, which updates had also been discussed with the Special Committee’s financial advisors. Representatives of BofA Securities reviewed its preliminary financial analysis of TELUS Digital. The Special Committee also discussed, among other things, Minority Shareholder engagement strategies and TELUS’ due diligence requests. McCarthy also presented to the Special Committee an overview of the Special Committee members’ corporate law duties and considerations and requirements under Canadian securities laws, including MI 61-101.

Over the period from July 15, 2025 to July 18, 2025, the Co-Chairs and other members of the Special Committee met with several significant Minority Shareholders regarding their views on the Initial TELUS Proposal.

On July 16, 2025, the Special Committee held a meeting during which TELUS Digital management reviewed recent ongoing discussions with representatives of BofA Securities on certain refinements by management to the draft five-year financial model of TELUS Digital. Representatives of McCarthy and FGS Longview also attended the meeting. The Special Committee also discussed key learnings and takeaways from initial conversations with TELUS Digital’s significant Minority Shareholders and the course of action to oversee advancing BMO Capital Markets’ formal valuation and opinion process.

Also on July 16, 2025, the Co-Chairs and one other member of the Special Committee met with representatives of EQT to better understand EQT’s perspectives with respect to the Initial TELUS Proposal. During the meeting, representatives of EQT reiterated its view that the Initial TELUS Proposal price was too low and did not reflect fair value of the Company, and also provided preliminary views on TELUS Digital’s prospects and potential value; the Co-Chairs reiterated to EQT the Special Committee’s understanding of, and commitment to, its responsibilities, including safeguarding the interests of Minority Shareholders, and

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desire to maintain a constructive dialogue with EQT and TELUS Digital’s other Minority Shareholders throughout the ongoing process. The Co-Chairs agreed to make representatives of BofA Securities and McCarthy available to meet with EQT’s financial and legal advisors, respectively, to discuss certain items relating to the Initial TELUS Proposal and the Special Committee’s process.

On July 18, 2025, BofA Securities representatives held a discussion with representatives of EQT and its financial advisors concerning EQT’s preliminary views on value and prospects and McCarthy representatives held a separate discussion with EQT’s counsel regarding the Special Committee’s process.

On July 20, 2025, the Special Committee held a meeting at which representatives of BofA Securities reviewed its preliminary financial analysis of TELUS Digital, including certain adjustments that were continuing to be made by TELUS Digital management to its draft five-year financial model. Representatives of McCarthy and FGS Longview also attended the meeting. The Co-Chairs provided the Special Committee with an update on recent meetings with significant Minority Shareholders of the Company, highlighting, among other things, such Shareholders’ desire for an improved price, and such Shareholders’ desire for any transaction with TELUS to be effected (and, in certain cases, to be effected expeditiously). Representatives of BofA Securities and McCarthy updated the Special Committee on their respective discussions with EQT’s financial and legal advisors. The BofA Securities representatives discussed their perspectives on EQT’s preliminary views on value. A discussion also ensued concerning, among other things, TELUS’ due diligence process and protections implemented regarding confidential information provided to TELUS in such process.

Later in the day on July 20, 2025, the Co-Chairs of the Special Committee advised Mr. Darren Entwistle, President and CEO of TELUS, that the Special Committee authorized representatives of BofA Securities to commence discussions with TELUS’ financial advisor, Barclays Investment Bank (“Barclays”), regarding the Initial TELUS Proposal and valuation matters. They also noted that meetings had been held with several of the Company’s significant Minority Shareholders to obtain their views on the Initial TELUS Proposal and that representatives of BofA Securities would convey those views to Barclays.

During the period from July 21, 2025 to August 8, 2025, the Co-Chairs held meetings with BMO Capital Markets with respect to ongoing discussions and developments, including key takeaways from conversations with EQT and other significant Minority Shareholders, and updates regarding BMO Capital Markets’ formal valuation and opinion review process.

During the period from July 24, 2025 to August 7, 2025, representatives of BofA Securities also held further discussions with representatives of EQT and/or its financial advisors concerning EQT’s evolving views on potential value and prospects of TELUS Digital.

On July 27, 2025, the Special Committee held a meeting, which representatives of McCarthy, BofA Securities and FGS Longview attended, during which management provided an overview of the updated draft five-year financial model of TELUS Digital and the work undertaken by management, subsequent to management’s last presentation to the Special Committee, which adjustments had also been discussed with the Special Committee’s financial advisors. At the meeting, the Special Committee and its advisors attending the meeting provided direction to management concerning the finalization of management’s five-year model, which was subsequently finalized in advance of the release of the Company’s Q2 earnings and delivered to the Special Committee’s financial advisors for purposes of advancing their respective analyses. During the meeting, representatives of BofA Securities also updated the Special Committee on its discussions with Barclays, the financial advisor to TELUS, in which BofA Securities conveyed feedback received from certain of the Company’s significant Minority Shareholders. BofA Securities representatives also provided an update on discussions with EQT and its advisors and reviewed its preliminary financial analysis of TELUS Digital.

On July 30, 2025, the Special Committee received further correspondence from EQT reiterating its concerns with the Initial TELUS Proposal and its expectations concerning the process for consideration by the Special Committee of the proposal, including the messaging of the business performance and outlook of the Company it anticipated in TELUS Digital’s upcoming Q2 earnings release. EQT reiterated its view that the Initial TELUS Proposal did not reflect fair value for the Company and that it did not intend to vote for the Initial TELUS Proposal or any offer that failed to appropriately recognize TELUS Digital’s intrinsic value or adequately or fairly compensate the Company’s Minority Shareholders.

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On August 3, 2025, the Special Committee held a meeting with representatives of BMO Capital Markets and McCarthy during which BMO Capital Markets reviewed with the Special Committee BMO Capital Markets’ preliminary fair market valuation and financial analysis of TELUS Digital. BMO Capital Markets also discussed TELUS’ initial proposal in light of, among other things, market conditions, management’s draft five-year financial model, selected publicly traded companies and selected precedent transactions. Following BMO Capital Markets’ departure from the meeting, representatives of BofA Securities and FGS Longview joined the meeting. The Special Committee considered recent discussions with TELUS and EQT and discussed next steps. Representatives of BofA Securities reviewed TELUS Digital’s Q2 earnings release, market reaction and changes to the Company’s price targets by various financial analysts, and also provided an update on TELUS’ due diligence progress.

Following the meeting, the Special Committee responded to EQT’s most recent letter, confirming, among other things, the focus of the Special Committee on ensuring a fair outcome for all TELUS Digital’s Minority Shareholders and other stakeholders and the importance of EQT in negotiation of any potential transaction arising from the Initial TELUS Proposal. The response also highlighted certain key messages from the Company’s most recent Q2 earnings release, including the reiteration of the Company’s full-year outlook for 2025 and the possibility of obtaining support from TELUS to maintain compliance with the Company’s credit facility.

Also on August 3, 2025, the Co-Chairs spoke with EQT. During that discussion, and a subsequent discussion held between representatives of EQT and the Co-Chairs on August 7, 2025, the Co-Chairs and EQT representatives further discussed EQT’s views on the potential value and prospects of TELUS Digital and EQT conveyed a revised view on potential value within which EQT would be amenable to a transaction between TELUS and the Company. EQT also signaled its desire that any potential transaction with TELUS should move expeditiously, if possible.

On August 8, 2025, the Special Committee held a meeting, which representatives of McCarthy, BofA Securities and FGS Longview attended, during which the Special Committee had a lengthy and robust discussion with respect to, among other things, TELUS Digital’s valuation and proposed approaches to further negotiating with TELUS and EQT’s role in those negotiations. Representatives of BofA Securities reviewed its discussions with EQT’s advisors, including EQT’s revised views on value. The Special Committee discussed and aligned on a price counterproposal that was consistent with the revised view on potential value conveyed by EQT on August 7, 2025 and which the Special Committee authorized the Co-Chairs to take to TELUS.

On August 10, 2025, the Co-Chairs spoke with Mr. Doug French, Executive Vice-President and Chief Financial Officer of TELUS, during which they conveyed EQT’s views on the potential value and prospects of TELUS Digital. The Co-Chairs proposed a price of $5.50 per Share to Mr. French and advised that they expected this price would be acceptable to EQT and that they expected the Special Committee could support a transaction at the proposed price. The Co-Chairs also advised TELUS that, based on prior discussions, they expected the Company’s significant Minority Shareholders would be supportive of a transaction at the proposed price.

On August 12, 2025, the Co-Chairs spoke again with Mr. French of TELUS to further discuss the proposed transaction. Mr. French advised that TELUS would be willing to increase its offer price to $4.25 per Share, and would not consider any further increase without obtaining EQT’s support for the transaction. TELUS also conveyed its view that Minority Shareholders should be given the opportunity to consider its offer with or without EQT’s support.

Also on August 12, 2025, the Special Committee held a meeting, which representatives of McCarthy, BofA Securities and FGS Longview attended, to discuss TELUS’ proposed increased offer price, taking into account the preliminary financial analyses previously provided to the Special Committee by each of BofA Securities and BMO Capital Markets, expected reactions by the Company’s significant Minority Shareholders, the timing of and strategies surrounding announcement of any transaction and the potential form and mix of consideration that TELUS would make available. The Special Committee also discussed, with the input of its advisors attending the meeting, strategies that would facilitate responding to TELUS’ offer price. The members of the Special Committee also discussed their views on the best interests of TELUS Digital and considered the various implications to TELUS Digital, its Minority Shareholders and other stakeholders, including if a

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proposed transaction could not be agreed to between TELUS and the Special Committee relative to any other reasonably available alternatives, including maintaining the status quo.

On August 12, 2025 and August 14, 2025, the Co-Chairs spoke with EQT representatives to discuss TELUS’ proposed increased offer price, including whether EQT might be prepared to engage in negotiations with TELUS in an effort to achieve an increased price.

On August 17, 2025, the Special Committee held a meeting during which the Special Committee was updated on recent discussions with EQT and one other of TELUS Digital’s largest Minority Shareholders. Representatives of McCarthy, BofA Securities and FGS Longview attended the meeting. The Special Committee and its advisors attending the meeting discussed next steps on price negotiations with TELUS and considerations and timing on any potential transaction announcement.

On August 18, 2025, a meeting was held among representatives of TELUS Digital, the Special Committee, TELUS and their respective legal and financial advisors. The parties discussed a proposed transaction and timing for negotiating and potentially executing a definitive Arrangement Agreement should the parties be able to reach an agreement on price and terms.

Also on August 18, 2025, the Co-Chairs spoke with representatives of BMO Capital Markets with respect to the then-current status of negotiations and discussions with TELUS.

On August 20, 2025 and August 25, 2025, the Co-Chairs spoke with EQT representatives to discuss whether EQT would further consider supporting TELUS’ offer or table an alternative for TELUS to consider. During a second meeting held on August 25, 2025, subsequent to a discussion with Mr. French of TELUS, the Co-Chairs conveyed to EQT that TELUS had indicated that it would be prepared to agree to a best and final offer price of $4.50 per Share, but only if EQT would be supportive of a transaction at such price.

On August 21, 2025, representatives of Stikeman delivered first drafts of the Arrangement Agreement and a form of Voting Support Agreement to Osler. The Arrangement Agreement proposed a consideration mix of cash and TELUS Shares with aggregate caps of 75% in cash and 25% in TELUS Shares and a termination fee equal to 3.5% of equity value payable by TELUS Digital if the Board changed its recommendation and TELUS terminated the Arrangement Agreement, as well as in certain other specified circumstances. Such draft did not make a proposal with respect to the treatment of outstanding incentive awards of TELUS Digital. Over the course of August 21, 2025 and August 22, 2025, TELUS Digital and its legal advisors, the Co-Chairs and the Special Committee’s legal advisor, reviewed the draft Arrangement Agreement and Voting Support Agreement and considered and discussed the deal terms proposed by TELUS and their views on key outstanding points, including, among others, the consideration mix and proposed termination fee under the Arrangement Agreement.

On August 23, 2025, the Special Committee held a meeting, with representatives of McCarthy, BofA Securities and FGS Longview in attendance, during which McCarthy provided the Special Committee an overview of the critical open points in the drafts of the Arrangement Agreement and Voting Support Agreement prepared by representatives of Stikeman and A&O Shearman, U.S. counsel to TELUS, on behalf of TELUS, and proposed responses to those open points. Following discussion, the Special Committee and its advisors discussed next steps with EQT and other significant Minority Shareholders of the Company.

Also on August 23, 2025, Osler, on behalf of TELUS Digital, sent revised drafts of the Arrangement Agreement and Voting Support Agreement to Stikeman, reflecting changes proposed by TELUS Digital, the Special Committee and their respective legal advisors. The revised draft Arrangement Agreement provided that if cash was subject to proration TELUS Digital would have a right to terminate the Arrangement Agreement in the event of a material adverse effect in respect of TELUS. The revised draft also proposed that each of TELUS and TELUS Digital would be required to reimburse the other party’s expenses if the Arrangement Agreement was terminated in a limited set of circumstances and that in no circumstance would a termination fee be payable by TELUS Digital. The parties continued to negotiate the terms of the draft documentation between August 23, 2025 and August 27, 2025.

On August 26, 2025, EQT asked TELUS to engage in direct conversations concerning, among other things, TELUS’ offer price. TELUS informed the Co-Chairs of this development and, following consideration,

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the Co-Chairs granted TELUS permission to enter into direct discussions with EQT on the understanding that TELUS was required to keep the Co-Chairs informed of the details of those discussions throughout.

Between August 26, 2025 and August 28, 2025, the Co-Chairs, TELUS and EQT discussed the proposed price under a potential transaction and, on August 28, 2025, TELUS agreed that it would be prepared to offer, and EQT agreed that it would be prepared to support, a transaction at a price of $4.50 per Share, subject to the negotiation of definitive documentation. Mr. French of TELUS updated the Co-Chairs throughout this timeframe and sought their input and direction as appropriate. On August 28, 2025, Stikeman sent a form of Voting Support Agreement to EQT and its advisors for consideration.

On August 27, 2025, a further revised draft of proposed definitive documentation was received from Stikeman, which maintained the consideration mix, including a 75% cap on cash consideration, and did not provide TELUS Digital the right to terminate the Arrangement Agreement in the event of a material adverse effect of TELUS. The revised draft accepted the mutual expense reimbursement construct proposed by TELUS Digital, subject to a cap of $10,000,000. The parties continued to engage in negotiations of the terms of the proposed Arrangement Agreement and Voting Support Agreement and, on August 29, 2025, Osler returned further revised drafts of the draft definitive documentation to Stikeman, reflecting the collective comments of TELUS Digital and the Special Committee and their respective legal advisors. Such revised draft of the Arrangement Agreement accepted the proposed cap on expense reimbursement of $10,000,000 and included a right for TELUS Digital to terminate in connection with a TELUS material adverse effect not cured as contemplated by the draft Arrangement Agreement, noting that TELUS Digital may be willing to remove such termination right to the extent cash consideration was uncapped.

On August 29, 2025, the Special Committee held a meeting, with representatives of McCarthy, BofA Securities and FGS Longview in attendance, during which the Special Committee discussed, with the advice of McCarthy, the current status of negotiations with TELUS, proposed key deal terms and outstanding unresolved points. The Special Committee also discussed the status of negotiations between EQT and TELUS and the proposed Voting Support Agreement under negotiation between EQT and TELUS. The Special Committee also discussed, with the input of its advisors attending the meeting, certain enquiries the Co-Chairs had received from certain other significant Minority Shareholders of the Company and, with the guidance of McCarthy, potential next steps.

Also on August 29, 2025, the Co-Chairs spoke with BMO Capital Markets and discussed the current status of negotiations with TELUS, proposed key deal terms and remaining outstanding points.

Throughout the period between August 23, 2025 through September 1, 2025, the parties engaged in robust negotiations of the terms of the draft Arrangement Agreement, the form of Voting Support Agreement for TELUS Digital’s directors and officers and for other prospective supporting Minority Shareholders, and other transaction documentation, including with respect to the consideration mix, the circumstances in which the Board would be permitted to change its recommendation in respect of the proposed transaction, and changes to certain other covenants, conditions, representations and warranties. During this period, the parties, through their respective legal advisors, reviewed and exchanged successive drafts of the transaction documents. The parties also engaged in negotiations regarding whether outstanding incentive awards of TELUS Digital would roll into equity awards of TELUS or be cashed out in connection with the proposed transaction. Members of the Special Committee had many formal and informal discussions amongst themselves and the Company’s and the Special Committee’s respective advisors, as applicable, and were regularly apprised of, and oversaw, the progress of the negotiations with TELUS. The Co-Chairs and McCarthy, on behalf of the Special Committee, were actively involved in the negotiations throughout. During the same period, the Co-Chairs had regular touchpoints with Mr. French of TELUS to discuss and negotiate certain key deal terms presented in the draft Arrangement Agreement, including deal protection terms, the treatment of the Company’s outstanding incentive awards, and other material deal terms, conditions and covenants, with the input of respective counsel to the Special Committee and TELUS Digital.

Following extensive negotiations, TELUS and TELUS Digital agreed that the cash component of the Consideration would be uncapped and that TELUS Digital would therefore not have a termination right in connection with a material adverse effect of TELUS. The parties also agreed that certain outstanding TELUS Digital incentive awards would roll into equity awards of TELUS, while others would be cashed out in connection with the proposed Arrangement.

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Over the course of August 28, 2025 through September 1, 2025, representatives of EQT and TELUS and their respective counsel, with the oversight of and input from the Co-Chairs, the Special Committee’s counsel and counsel to the Company, negotiated the terms of the Voting Support Agreement. During those negotiations, EQT communicated to TELUS its intention, and ultimately agreed pursuant to the Voting Support Agreement, to convert all of the Multiple Voting Shares that it held into Subordinate Voting Shares prior to the record date for any Shareholders’ meeting called to consider the Arrangement. The Special Committee also allowed TELUS to have discussions with certain other Minority Shareholders representing approximately 20% of the outstanding Subordinate Voting Shares, who confirmed that they were generally supportive of the proposed transaction and provided certain feedback on the proposed consideration mix.

During the morning of September 1, 2025, the Special Committee held a meeting, which representatives of McCarthy, BofA Securities, BMO Capital Markets and FGS Longview attended. McCarthy led discussions concerning the Special Committee’s duties under applicable corporate and securities laws, including considerations under MI 61-101, in respect of the proposed Arrangement. McCarthy also discussed the advanced, near-final, status of negotiations in respect of the Arrangement Agreement and other transaction documents and key terms thereof. McCarthy highlighted the various considerations that would factor into the Special Committee’s evaluation of the proposed Arrangement and the decision and recommendation that the Special Committee would, if deemed advisable, be required to make. In its deliberations, the Special Committee considered, among other things, the ability of the Board to change its recommendation in respect of the proposed Arrangement, the other deal protections that had been negotiated, including the removal of a termination fee and its replacement with a mutual expense reimbursement provision, the impact of the proposed Arrangement on its Minority Shareholders and other stakeholders, the treatment of the Company’s outstanding incentive awards, and the ability of TELUS Digital Shareholders to elect to receive cash, TELUS Shares or a combination thereof in connection with the proposed Arrangement (including that the cash consideration was uncapped). The Special Committee also considered the support from certain Minority Shareholders that had been approached regarding the execution of a Voting Support Agreement, including the support of EQT. At this meeting, BMO Capital Markets reviewed its formal valuation of TELUS Digital and financial analysis of the Consideration and orally rendered to the Special Committee the BMO Formal Valuation and Opinion. Also at this meeting, representatives of BofA Securities reviewed with the Special Committee its financial analysis of the Consideration and delivered to the Special Committee its oral BofA Fairness Opinion. The oral BMO Formal Valuation and Opinion and oral BofA Fairness Opinion were confirmed by delivery of the written BMO Formal Valuation and Opinion and BofA Fairness Opinion, respectively, each as at September 1, 2025, and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein. The Special Committee then reviewed the benefits and risks associated with the Arrangement as compared to the status quo and any other reasonably available alternatives, including the reasons and factors set out below under the heading “The Arrangement — Reasons for the Recommendation” and after careful deliberation, the Special Committee (i) unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders (other than TELUS and its affiliates) and (ii) unanimously resolved to recommend that the Board approve the Arrangement and recommend to Shareholders that they vote in favour of the Arrangement Resolution.

Following the meeting of the Special Committee, the Board held a meeting with representatives of Osler, Paul, Weiss, McCarthy, BofA Securities, BMO Capital Markets and the management of TELUS Digital. At the outset, Messrs. Entwistle, French, Puritt and Arora declared their interests in the proposed Arrangement and Mr. Entwistle then recused himself from the meeting. Osler led a discussion concerning the Board’s duties under applicable corporate and securities laws, including considerations under MI 61-101 that had been reflected in the proposed Arrangement. The Board (with the interested directors abstaining from the discussion and from voting) received and reviewed the report and recommendation of the Special Committee. After careful deliberation, and taking into account the report and unanimous recommendation of the Special Committee and other factors as set forth below under the heading “Special Factors — Reasons for the Recommendation”, the Board (with each of the interested directors abstaining from voting) determined, among other things: (a) that the Arrangement is in the best interests of the Company and is fair to Shareholders (other than TELUS and its affiliates), and (b) that it would recommend to the Shareholders that Shareholders vote in favour of the Arrangement Resolution. Accordingly, the Board authorized and approved the entering into by the Company of the Arrangement Agreement and ancillary definitive documentation.

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Following the meetings, the terms of the Arrangement Agreement and Company Disclosure Letter, Plan of Arrangement, and the Voting Support Agreements and ancillary transaction agreements were finalized among the parties. Representatives of TELUS, TELUS Digital and the Special Committee and their respective legal and financial advisors also exchanged drafts of a joint press release concerning the proposed Arrangement. During the evening of September 1, 2025, TELUS and EQT agreed to and entered into a Voting Support Agreement effective as of the same date; each of TELUS Digital’s directors and officers also entered into Voting Support Agreements effective as of the same date. Concurrently, the Arrangement Agreement was executed and exchanged by the parties, effective September 1, 2025.

Prior to markets opening on September 2, 2025, each of TELUS Digital and TELUS issued a joint press release announcing the execution of the Arrangement Agreement.

Recommendation of the Special Committee

The Special Committee has advised the Board that, after careful consideration of such matters as it considered relevant and as more fully described under the heading “Special Factors — Reasons for the Arrangement”, including, among other things: (a) the terms and conditions of the Arrangement Agreement; (b) the benefits and risks associated with the Arrangement; (c) the possibility of any other strategic alternatives and options reasonably available to the Company; (d) its evaluation of the Arrangement with management and with the Special Committee’s and the Company’s respective legal and financial advisors, as applicable, including the Special Committee’s receipt of the BMO Formal Valuation and Opinion and the BofA Fairness Opinion (as described in this Circular); and (e) the best interests of TELUS Digital, including the impact of the Arrangement on Minority Shareholders and other stakeholders of the Company, the Special Committee has unanimously determined that the Arrangement is in the best interests of TELUS Digital and is fair to the Minority Shareholders, including the “unaffiliated security holders”, as defined in Rule 13e-3 under the Exchange Act. Accordingly, the Special Committee unanimously recommended to the Board that it authorize and approve TELUS Digital entering into the Arrangement Agreement and the performance of its obligations thereunder and that the Board recommend to the Shareholders that they vote in favour of the Arrangement Resolution.

Recommendation of the Board

The Board, after careful consideration of such matters as it considered relevant, as more fully described under the heading “Special Factors — Reasons for the Arrangement”, including, among other things, a thorough review of the Arrangement Agreement, and taking into account the best interests of TELUS Digital, and after evaluating the Arrangement with management and TELUS Digital’s legal advisors, including receipt by the Special Committee of the Formal Valuation and Opinions (as described in the Circular), and upon the unanimous recommendation of the Special Committee, unanimously (with interested directors abstaining from voting) determined that the Arrangement is in the best interests of TELUS Digital and is fair to the Minority Shareholders, including the “unaffiliated security holders”, as defined in Rule 13e-3 under the Exchange Act, and that it was advisable and in the best interests of TELUS Digital to approve the entering into and execution and delivery of the Arrangement Agreement and the performance of its obligations thereunder, and has unanimously approved the Arrangement. Accordingly, the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders vote IN FAVOUR of the Arrangement Resolution.

Reasons for the Arrangement

In evaluating whether the Arrangement is in the best interests of the Company and fair to Minority Shareholders, and after consulting with management and with the Company’s and the Special Committee’s respective legal and financial advisors, as applicable, in evaluating the Arrangement, the Special Committee and the Board considered the following factors, among other things, which are not listed in any relative order of importance:

•

Premium to Market.   The Arrangement values the Shares at $4.50 per Share, which represents compelling and immediate value and liquidity for Shareholders, a value which represents an increase over the $3.40 offered in TELUS’ initial proposal, and offers premiums of 52.0% over the unaffected closing price of $2.96 per Subordinate Voting Share on the NYSE on June 11, 2025, and 62.6% over the

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50

 

30-day unaffected VWAP per Subordinate Voting Share on the NYSE prior to June 12, 2025. The Consideration per Share also represents a 16.0% premium over the closing price of the Subordinate Voting Shares on the NYSE as of August 29, 2025.

•

Choice of Consideration.   Shareholders have the option to receive, depending on their respective individual objectives, for all of their Shares, either cash, TELUS Shares or a combination of both (subject to proration for those that elect to receive TELUS Shares or a combination of cash and TELUS Shares such that the aggregate Consideration will include no more than 25% in TELUS Shares).

​

•

Continued Participation.   Shareholders who elect to receive TELUS Shares have the ability to continue participating in the growth and upside of TELUS Digital, including in synergies created through the Arrangement, via ownership of liquid TELUS Shares. These Shareholders will also have the opportunity to participate in any future dividends that may be declared and paid on TELUS Shares.

​

•

Certainty of Value and Liquidity.   Shareholders will have the opportunity to receive certainty of value and immediate liquidity by electing to receive cash for their Shares. In addition, TELUS had, as of the date of the Arrangement Agreement, a market capitalization of approximately $25.3 billion and is dual-listed on the TSX and NYSE, providing a high degree of liquidity for Shareholders who elect to receive TELUS Shares.

​

•

Current Market, Economic, and Competitive Conditions.   The operating environment has changed meaningfully since TELUS Digital’s initial public offering in 2021, and it now faces several uncertainties. These risks and uncertainties include broader macroeconomic conditions as well as the development of technologies, whose adoption by TELUS Digital’s competitors, customers, and potential customers have the potential to further disrupt the market. As a result of these factors, there has been a meaningful underperformance of the sector compared to the broader market and industry peers have experienced declining growth rates relative to historical levels.

​

•

Company Financial Performance.   The Special Committee and the Board considered TELUS Digital’s historical and projected five-year financial performance and forecasts, the Company’s standalone operating plan and the risks of achieving its projections or plans. The Company’s largest clients, including TELUS, account for a significant portion of total revenue and the loss of business from any of these clients or inability to attract new clients could have a material adverse effect on the Company’s operations.

​

•

Comprehensive Negotiations.   The Arrangement Agreement was the result of a comprehensive negotiation process with TELUS that was undertaken by TELUS Digital with the assistance of its legal advisors and with the oversight and participation of the Special Committee and the assistance of the Special Committee’s legal and financial advisors, as applicable; the Consideration and mix thereof offered to Shareholders under the Arrangement was also the result of comprehensive discussions between representatives of the Special Committee and EQT and negotiations between representatives of TELUS and EQT under the oversight of the Co-Chairs of the Special Committee. The Arrangement Agreement includes terms and conditions that are reasonable in the judgment of the Special Committee.

​

•

BMO Formal Valuation and Opinion.   BMO Capital Markets, the Special Committee’s independent valuator and financial advisor, delivered to the Special Committee the BMO Formal Valuation and Opinion, dated September 1, 2025, to the effect that, based upon and subject to various assumptions, qualifications, limitations and other matters set forth therein, as at September 1, 2025, the Consideration was within the range of the fair market valuation of the Shares and, on that basis and subject to the foregoing, the Consideration to be received by Minority Shareholders (other than Dissenting Holders) pursuant to the Arrangement was fair, from a financial point of view, to such Minority Shareholders, as more fully described under “Formal Valuation and Opinions — BMO Formal Valuation and Opinion”. The Special Committee noted that the Consideration offered under the Arrangement was at the top end of the fair market valuation range of the Shares set forth in the BMO Formal Valuation and Opinion.

​

•

BofA Fairness Opinion.   BofA Securities, the Special Committee’s independent financial advisor, delivered the BofA Fairness Opinion to the Special Committee, dated September 1, 2025, based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein,

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51

 

to the effect that the Consideration to be received by Minority Shareholders (other than Dissenting Holders) under the Arrangement was fair, from a financial point of view to such Shareholders, as more fully described below in the section entitled “BofA Fairness Opinion”.

•

Clear Path to Closing.   There is a clear path to closing in an expeditious manner, with no financing or due diligence conditions to the completion of the Arrangement, with the Meeting to consider the Arrangement being held in October 2025, closing of the Arrangement anticipated in the fourth quarter of 2025 and the Arrangement Agreement having an “Outside Date” of four months’ from the date of the Arrangement Agreement (subject to certain extensions in the event any required FDI Regulatory Approval is not obtained by such date).

​

•

Limited Conditionality.   The limited conditions to the consummation of the Arrangement are reasonable under the circumstances and are likely to be satisfied, including that the parties do not anticipate any significant regulatory approvals will be required to be obtained under applicable laws to consummate the Arrangement, other than customary Stock Exchange Approvals, any required FDI Regulatory Approval and Court approval. The parties subsequently determined that no FDI regulatory approvals are required in connection with the Arrangement and have therefore waived the related closing condition.

​

•

Treatment of Incentives.   The treatment of Options, RSUs and PSUs is reasonable in the circumstances, including allowing certain of the holders thereof to continue to share in the potential upside by receiving replacement incentive securities in TELUS in lieu of their existing incentive awards.

​

•

Treatment of WillowTree.   TELUS will be required to honour the existing arrangements under the WillowTree earn-out, with any proposed changes thereto (if any) to be negotiated by TELUS following closing of the Arrangement.

​

•

Due Diligence.   Management and TELUS Digital’s and the Special Committee’s external advisors’ completed due diligence review and investigations of the business, operations, financial condition, products, strategy and future prospects of TELUS.

​

•

Change in Recommendation.   Until the Arrangement is approved by the Shareholders, the Arrangement Agreement allows the Board, under certain circumstances, to consider unsolicited bona fide written “Acquisition Proposals” that constitute or would reasonably be expected to result in a “Superior Proposal” ​(as those terms are defined in the Arrangement Agreement). The Board would be entitled to make a Change in Recommendation in the event any Superior Proposal emerges (subject to TELUS’ “right to match” and provided the Company must proceed with the Meeting to consider the Arrangement if TELUS does not terminate the Arrangement Agreement following the Change in Recommendation).

​

•

Reasonable Deal Protections.   The Special Committee has been advised, and believes, that the “deal protection” provisions in the Arrangement Agreement are reasonable in the circumstances, including that there is no termination fee payable by TELUS Digital to TELUS upon a termination of the Arrangement Agreement, and the expense reimbursement fee of up to a maximum of $10 million payable by TELUS to TELUS Digital in certain circumstances and the expense reimbursement fee of up to a maximum of $10 million payable by TELUS Digital to TELUS in certain other circumstances, are reasonable.

​

•

Shareholder and Management Support.   The Arrangement is supported by EQT, TELUS Digital’s largest Minority Shareholder then holding approximately 31.0% of the outstanding Subordinate Voting Shares and 7.5% of the outstanding Multiple Voting Shares, or approximately 9.1% of the outstanding voting rights of TELUS Digital. EQT agreed to convert its Multiple Voting Shares into Subordinate Voting Shares prior to the Record Date for the Meeting and, as a result, holds approximately 37.7% of the outstanding Subordinate Voting Shares. All of TELUS Digital’s directors and officers, then holding or having control or direction over approximately 3.2% of the outstanding Subordinate Voting Shares (or 2.9% following the conversion by EQT of its Multiple Voting Shares into Subordinate Voting Shares), also agreed to support the transaction.

​

•

Impact on Stakeholders.   The impact of the Arrangement on all stakeholders in TELUS Digital, including the Minority Shareholders, employees, creditors, local communities, customers, suppliers

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52

 

and governments with whom TELUS Digital has relations or in which it operates, as well as the environment and long-term interests of TELUS Digital, including the strategic advantage of forming an even closer tie with TELUS which will enable TELUS Digital to more effectively develop, test and optimize new products and services with TELUS as a pilot customer, and to subsequently market these products and services to TELUS Digital’s other clients.

•

Shareholder Approvals.   The Arrangement, among other things, must be approved by not less than: (a) two-thirds (662∕3%) of votes cast thereon by holders of Subordinate Voting Shares and Multiple Voting Shares present in person or represented by proxy at the Meeting, voting together as a single class; and (b) as required by MI 61-101, a simple majority of the votes cast thereon by minority holders of Subordinate Voting Shares present in person or represented by proxy at the Meeting, excluding Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101 (including the Shares held by TELUS and its affiliates).

​

•

No Collateral Benefits.   There are no “collateral benefits” being provided to any “related party” ​(as defined under MI 61-101) in connection with the Arrangement, except for the acceleration of certain RSUs held by certain directors and personnel of the Company, which related parties the Special Committee has confirmed, based on information prepared by management and provided to the Special Committee concerning each related party’s Subordinate Voting Share holdings and value of such benefits conferred in connection with the Arrangement, each hold less than 1% of the outstanding Subordinate Voting Shares.

​

•

Court Approvals.   The Arrangement must be approved by the Interim Order and a Final Order of the Court, which will consider whether the Arrangement is fair and reasonable and in respect of which any affected Shareholders opposed to the Arrangement will be entitled to make submissions (subject to compliance with certain processes).

​

•

Dissent Rights.   The terms of the Arrangement provide that Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive fair value in cash for their Shares.

​

•

Reputation and Knowledge of TELUS.   TELUS’ commitment, credit worthiness, record of completing acquisition transactions and anticipated ability to complete the transactions contemplated by the Arrangement Agreement, as well as familiarity with the business, operations, properties, assets, financial condition, business strategy, and prospects of the Company, the nature of the industry in general, industry trends, and the regulatory and legislative environment relevant to the industries in which TELUS and the Company operate.

​

•

Limited Strategic Alternatives.   There are limited strategic alternatives available to the Company, with the principal alternative to the Arrangement being maintaining status quo and executing the Company’s current strategic plan, in light of (a) the fact that TELUS then-owned approximately 57.4% of the Company’s outstanding Shares, including 92.5% of the Multiple Voting Shares and 6.1% of the Subordinate Voting Shares and TELUS has indicated that it does not intend to support any other alternative transaction or sell the Shares it holds in the Company, and (b) the Special Committee’s belief, after consulting with management and the Special Committee’s legal and financial advisors, as applicable, that the Consideration under the Arrangement provides more immediate value to Minority Shareholders on a risk-adjusted basis than is expected to be realizable by the Company as a stand-alone entity in the foreseeable future, including having regard to the Company’s historical and projected five-year financial performance and current and anticipated market, competitive and economic conditions affecting the Company.

​

•

Unlikelihood of any Alternatives Proposals.   Given TELUS then-owned approximately 57.4% of the Company’s outstanding Shares, including 92.5% of the Multiple Voting Shares and 6.1% of the Subordinate Voting Shares and could therefore block a competing transaction, it is unlikely that any other party or combination of parties would make a proposal to acquire all or any material portion of the Company or its assets resulting in consideration payable to Minority Shareholders that is higher than the Consideration to be paid pursuant to the Arrangement, or that any such proposal would be reasonably capable of completion. Following the public announcement of TELUS’ initial proposal on

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53

 

June 12, 2025, the Special Committee did not receive any written expressions of interest or proposals from third parties with respect to an alternative transaction, including an acquisition of the Minority Shares.

•

Procedural Safeguards.   The Special Committee and the Board observed a number of procedural safeguards to ensure the Special Committee and the Board could effectively represent the best interests of the Company, its Minority Shareholders and the Company’s stakeholders, including ensuring that the evaluation and negotiation process was supervised by the Special Committee, which was comprised solely of independent directors and advised by its own experienced, qualified and independent legal and financial advisors, the Arrangement Agreement was the result of a rigorous negotiation process undertaken with the oversight and participation of the Special Committee and the assistance of the Special Committee’s and the Company’s respective external legal and financial advisors, as applicable, and interested directors of the Company abstained from voting on any matters pertaining to the Arrangement.

​

The Special Committee and the Board also considered a number of other factors and risks relating to the Arrangement including:

•

The challenges inherent in combining two businesses such as the Company and TELUS, which challenges are expected to be mitigated by the Company and TELUS’ existing significant customer, shared services and other business relations.

​

•

The risk of not realizing all of the anticipated synergies between the Company and TELUS, and the risk that other expected benefits, to the combined company are not realized.

​

•

The risk that changes in law or regulation could adversely impact the expected benefits of the Arrangement to the Company and/or its other stakeholders.

​

•

The potential risk of diverting management attention and resources from the operation of the Company’s business, including other strategic opportunities and operational matters, while working towards the completion of the Arrangement.

​

•

The potential negative effect of the pendency of the Arrangement on the Company’s business, including its relationships with employees, suppliers, customers and communities in which it operates.

​

•

The adverse impact that business uncertainty pending the completion of the Arrangement could have on the ability of the Company to attract, retain and motivate key personnel until the completion of the Arrangement.

​

•

The risk that the Arrangement may not be completed despite the Parties’ efforts or that completion of the Arrangement may be delayed, even if the Arrangement is approved by the Company’s Shareholders, that other conditions to the Parties’ obligations to complete the Arrangement may not be satisfied, and the potential resulting negative impact this could have upon the Company’s business, operations and share price and on the interests of Minority Shareholders and other stakeholders.

​

•

The limitations contained in the Arrangement Agreement on the Company’s ability to solicit additional interest from third parties, given the nature of the deal protections and the absence of any “fiduciary out” in the Arrangement Agreement.

​

•

The fact that if the Arrangement Agreement is terminated and the Board wishes to seek another alternative transaction, absent TELUS’ support, the Company is unlikely to be able to pursue any such alternative transaction and is only likely able to continue the status quo.

​

•

The risk that the Court may not approve the Arrangement.

​

•

The restrictions on the interim conduct of the Company’s business prior to the completion of the Arrangement.

​

•

The fees and expenses incurred by the Company in connection with the Arrangement, a significant portion of which will be incurred regardless of whether the Arrangement is consummated (subject to TELUS’ obligation to reimburse the Company for up to $10 million in expenses if the Arrangement Agreement is terminated in certain circumstances).

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The foregoing includes forward-looking statements and readers are cautioned that actual results may vary. See “Forward-Looking Statements” and “Risk Factors”.

The foregoing summary of the information and factors considered by the Special Committee and the Board is not intended to be exhaustive of the factors considered by the Special Committee and the Board in reaching their respective conclusions and making their respective recommendations, but includes a summary of the material information, factors and analysis considered by the Special Committee and the Board in reaching such conclusions and making such recommendations. Each of the Special Committee’s and the Board’s recommendation is based upon the totality of the information presented to and considered by it. In light of the numerous factors considered in connection with its evaluation of the Arrangement, the Special Committee and the Board did not find it practicable to, and did not attempt to, quantify or otherwise assign relative weight to the various factors that it each considered in reaching its decision. In addition, individual members of the Special Committee and the Board may have given different weights to different factors. The respective conclusions and unanimous recommendations of the Special Committee and the Board (with interested directors abstaining from voting) were made after considering all of the information and factors involved.

The Special Committee considered whether the Consideration is reasonable and fair with reference to current and historical market prices. However, in light of the evolution of the business, the market environment in which the Company operates and market volatility, the Special Committee limited its consideration of historical market prices to the 12-month period before the announcement of the Arrangement and considered historical market prices prior to this period not to be material or less relevant to its determination of whether the Consideration is reasonable and fair.

The Special Committee did not consider the net book value of the Company’s business as reflected in the Company’s financial statements to be material or relevant to its determination of whether the Consideration is reasonable and fair to the unaffiliated security holders. Specifically, the Special Committee believes that such net book value is an accounting concept based on specific accounting methodologies that is historical in nature and therefore not forward-looking.

Likewise, the Special Committee did not consider liquidation value in determining the reasonableness and fairness of the Arrangement to the unaffiliated security holders because the Purchaser expects to continue to operate TELUS Digital’s business as a viable, going concern and, as a result, did not consider liquidation value to be relevant.

The Special Committee did not establish, and did not consider, a going concern value for the Company as a public company to determine the fairness of the Consideration to the Company’s unaffiliated security holders because, following the Arrangement, the Company will have a different ownership structure. To the extent the pre-acquisition going concern value was reflected in the price per Subordinate Voting Share on August 29, 2025, the last trading day prior to the public announcement of the Arrangement, the Consideration represents a premium to the going concern value of the Company.

The Special Committee considered that there were sufficient procedural safeguards for unaffiliated security holders. See “Special Factors — Provisions for Unaffiliated Security Holders”.

Provisions for Unaffiliated Security Holders

No provision has been made to (a) grant “unaffiliated security holders”, as defined in Rule 13e-3 under the Exchange Act, access to corporate files of the Company or the Purchaser or (b) obtain counsel or appraisal services at the expense of the Company or the Purchaser.

The Special Committee did not retain an unaffiliated representative to act solely on behalf of the unaffiliated security holders for purposes of negotiating the terms of the Arrangement Agreement, however, the Company believes that the procedural safeguards implemented by the Special Committee as fully described under the heading “Special Factors — Reasons for the Arrangement” contained in this Circular constituted sufficient procedural safeguards for the unaffiliated security holders.

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Formal Valuation and Opinions

In evaluating the Arrangement, the Special Committee and the Board considered, among other things, the BMO Formal Valuation and Opinion and the BofA Fairness Opinion delivered to the Special Committee.

The following summary of the Formal Valuation and Opinions is qualified in its entirety by, and should be read in conjunction with, the full text of the BMO Formal Valuation and Opinion and the BofA Fairness Opinion, which are attached as Appendix E and Appendix F, respectively, to this Circular. The Formal Valuation and Opinions are not recommendations as to any election to be made by any Shareholder or as to how any Shareholder should vote or act on any matter relating to the Arrangement. The full texts of the BMO Formal Valuation and Opinion and the BofA Fairness Opinion describe, among other things, the assumptions made, procedures followed, information reviewed, matters considered and qualifications and limitations on the review undertaken in connection with the BMO Formal Valuation and Opinion and the BofA Fairness Opinion. The full texts of the BMO Formal Valuation and Opinion and the BofA Fairness Opinion should be read carefully and in their entirety.

BMO Formal Valuation and Opinion

The Special Committee engaged BMO Capital Markets as its independent valuator and financial advisor in connection with the Arrangement. As part of such engagement, at a meeting of the Special Committee held on September 1, 2025 to evaluate the Arrangement, BMO Capital Markets orally provided to the Special Committee, based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken as set forth in, and confirmed by delivery of, the written BMO Formal Valuation and Opinion dated September 1, 2025, (i) a formal valuation determined as required by MI 61-101, indicating a fair market value for the Shares as at September 1, 2025 in the range of $3.60 to $4.70 per Share, and (ii) an opinion to the effect that, as of the date of such opinion, the $4.50 per Share consideration, as at September 1, 2025, to be received by Minority Shareholders (other than Dissenting Holders) pursuant to the Arrangement, payable in cash, TELUS Shares or a combination thereof at the election of the holders of Shares, subject to certain limitations and proration procedures (as to which election, limitations or proration procedures BMO Capital Markets expressed no opinion), was fair, from a financial point of view, to such Minority Shareholders.

The following summary of the BMO Formal Valuation and Opinion is qualified in its entirety by reference to the full text of the BMO Formal Valuation and Opinion attached to this Circular as Appendix E and filed as exhibit (c)(i) to the Schedule 13E-3. The BMO Formal Valuation and Opinion were provided for the use and benefit of the Special Committee (solely in its capacity as such) for purposes of its evaluation of the Consideration from a financial point of view. The BMO Formal Valuation and Opinion did not address the relative merits of the Arrangement as compared to any strategic alternatives or other transactions or business strategies that may be available to the Company, nor did BMO Capital Markets express any opinion on any other aspect of the Arrangement. The BMO Formal Valuation and Opinion are not a recommendation as to any election to be made by any Shareholder or as to how any Shareholder should vote or act on any other matter relating to the Arrangement. The full text of the BMO Formal Valuation and Opinion, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with the BMO Formal Valuation and Opinion, should be read carefully and in its entirety.

Engagement of BMO Capital Markets by the Special Committee

BMO Capital Markets was formally engaged by the Special Committee to prepare the BMO Formal Valuation and Opinion pursuant to an engagement letter dated July 6, 2025 (the “BMO Engagement Agreement”). The terms of the BMO Engagement Agreement provide BMO Capital Markets: (i) a fixed fee of C$500,000 in cash payable on the date on which BMO Capital Markets presented its preliminary findings and financial analysis to the Special Committee; and (ii) a fixed fee of C$600,000 in cash payable on the date BMO Capital Markets delivered to the Special Committee the BMO Formal Valuation and Opinion. No part of BMO Capital Markets’ fee is contingent upon the conclusions reached in the BMO Formal Valuation and Opinion or the completion of the Arrangement or any other transaction.

In addition, BMO Capital Markets will be reimbursed for its reasonable out-of-pocket expenses, including reasonable legal fees in respect of advice rendered to BMO Capital Markets in carrying out its obligations under the BMO Engagement Agreement, and will be indemnified by the Company in certain circumstances.

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Credentials of BMO Capital Markets

BMO Capital Markets is one of North America’s largest investment banking firms, with operations in all facets of corporate and government finance, mergers and acquisitions, equity and fixed income sales and trading, investment research and investment management. BMO Capital Markets has been a financial advisor in a significant number of transactions throughout North America, and globally, involving public companies in various industry sectors, including the technology and IT sectors generally, and has extensive experience in preparing valuations and opinions in situations similar to the Arrangement.

The BMO Formal Valuation and Opinion were as at September 1, 2025 and the issuance thereof was approved by an internal committee of BMO Capital Markets, consisting of directors and officers experienced in mergers and acquisitions, divestitures, valuations and opinions.

Independence of BMO Capital Markets

BMO Capital Markets acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had, and may in the future have, positions in the securities of (i) the Company and TELUS, (ii) certain interested parties in the Arrangement, or (iii) any of their respective associated or affiliated entities and, from time to time, may have executed, or may execute, transactions on behalf of such companies or clients for which it received or may receive compensation. As an investment dealer, BMO Capital Markets conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to (a) the Company and TELUS, (b) certain interested parties in the Arrangement, (c) any of their respective associated or affiliated entities, or (d) the Arrangement. As used in this BMO Formal Valuation and Opinion, “affiliated entity,” “associated entity,” “issuer insider” and “interested parties” have the meanings ascribed to such terms in MI 61-101.

In addition, in the ordinary course of business, BMO Capital Markets or its controlling shareholder, Bank of Montreal (the “Bank”), or any of their affiliated entities may have extended or may extend loans, or may have provided or may provide other financial services, to the interested parties or their respective associated or affiliated entities, including entities affiliated or associated with TELUS.

None of BMO Capital Markets, the Bank or any of their affiliated entities:

(a)

is an associated or affiliated entity or issuer insider of an interested party;

​

(b)

acts as an adviser to an interested party in respect of the Arrangement;

​

(c)

is entitled to compensation that depends in whole or in part on an agreement, arrangement or understanding that gives such party a financial incentive in respect of the conclusions reached in the BMO Formal Valuation and Opinion or the outcome of the Arrangement;

​

(d)

is a manager or co-manager of a soliciting dealer group formed for the Arrangement (or a member of such a group performing services beyond the customary soliciting dealer’s functions or receiving more than the per security or per security holder fees payable to the other members of the group);

​

(e)

is the external auditor of the Company or an interested party;

​

(f)

has a material financial interest in the completion of the Arrangement (and BMO Capital Markets confirms that the fees payable to BMO Capital Markets pursuant to the BMO Engagement Agreement are not material to BMO Capital Markets);

​

(g)

has a material financial interest in future business under an agreement, commitment or understanding involving the Company, any interested parties or any associated or affiliated entity of the Company or an interested party;

​

(h)

is a lender of a material amount of indebtedness in a situation in which any interested party is in financial difficulty, and the Arrangement would reasonably be expected to have the effect of materially enhancing the Bank’s position; or

​

(i)

derives an amount of business or revenue from an interested party that is material to BMO Capital

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Markets or the Bank or that would reasonably be expected to affect the independence of BMO Capital Markets in preparing the BMO Formal Valuation and Opinion.

During the 24 months before BMO Capital Markets was first contacted for the purpose of its engagement, none of BMO Capital Markets nor any of its affiliated entities:

(a)

had a material involvement in an evaluation, appraisal or review of the financial condition of any interested party, or an associated or affiliated entity of an interested party;

​

(b)

had a material involvement in an evaluation, appraisal or review of the financial condition of the Company, or an associated or affiliated entity of the Company, in which the evaluation, appraisal or review was carried out at the direction or request of an interested party or paid for by an interested party;

​

(c)

acted as a lead or co-lead underwriter or as a manager or co-manager of a distribution of securities by TELUS, or acted as a lead or co-lead underwriter or as a manager or co-manager of a distribution of securities by the Company in which such retention was carried out at the direction or request of an interested party or paid for by an interested party other than (i) acting as co-manager in connection with various dual tranche hybrid subordinated notes offerings of TELUS and (ii) acting as a joint bookrunner, co-lead agent or co-agent in connection with certain notes offerings and senior unsecured notes offerings of TELUS;

​

(d)

had a material financial interest in a transaction involving an interested party or an associated or affiliated entity of an interested party; or

​

(e)

had a material financial interest in a transaction involving the Company or an associated or affiliated entity of the Company.

​

Additionally, BMO Capital Markets has acted as joint lead dealer manager or co-dealer manager in connection with certain debt tender offers of TELUS and currently is one lender of a syndicate of lenders under certain credit facilities of the Company and TELUS, for which services and the services described in the immediately preceding paragraph (c) above, BMO Capital Markets and/or its affiliates received during the 24-month period before BMO Capital Markets was first contacted for the purpose of its engagement aggregate fees of approximately C$4.5 million.

Scope of Review

In connection with rendering the BMO Formal Valuation and Opinion, BMO Capital Markets reviewed, considered and relied upon (without attempting to verify independently the completeness, accuracy or fair presentation thereof), among other things, the following:

(a)

annual reports on Form 20-F, and audited consolidated financial statements, of the Company for the three years ended and as at December 31, 2024, December 31, 2023 and December 31, 2022;

​

(b)

management’s discussion and analysis of the financial condition and results of the operations of the Company for the three years ended and as at December 31, 2024, December 31, 2023 and December 31, 2022;

​

(c)

quarterly reports and unaudited condensed interim financial statements of the Company for each quarterly reporting period since December 31, 2024;

​

(d)

oral and written information relating to the Company provided by senior management of the Company (“Management”), including Management’s views on the prospects of the Company overall and by business line, customers, approach to projections, the budgeting process, and certain forecasts relating to the Company prepared by Management;

​

(e)

additional information as it relates to Management’s forecasts for the Company, including Management’s estimate of the projected income tax rate;

​

(f)

additional information as it relates to the Company’s balance sheet, the earnout liability from the WillowTree acquisition and the total number of Shares outstanding on a fully diluted basis, including

​

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the dilutive impact of restricted share units and performance share units expected to vest based on operational performance threshold and options;

(g)

discussions with Management with respect to the information referred to above and other matters considered relevant, including tax, working capital, leases, debt-like items, share-based compensation, churn, other expected future costs, potential cost savings that could accrue to a purchaser of the Company, and the outlook for the Company;

​

(h)

representations contained in a letter dated August 29, 2025 (the “Company Certificate”) addressed to BMO Capital Markets and signed by the Chief Executive Officer and the Chief Financial Officer of the Company as to, among other things, the completeness and accuracy of the Information (as defined below under “— Assumptions, Qualifications and Limitations”);

​

(i)

various research publications prepared by equity research analysts and independent market researchers regarding the consumer experience, technology and IT sectors, the Company, the initial proposal received from TELUS, and other selected public companies considered relevant;

​

(j)

other public information relating to the business, operations, financial performance and Share trading history of the Company and other selected public companies considered relevant;

​

(k)

public information with respect to selected precedent transactions considered relevant;

​

(l)

a draft, dated September 1, 2025, of the Arrangement Agreement;

​

(m)

drafts of voting and support agreements to be entered into by certain Shareholders in connection with the Arrangement;

​

(n)

discussions with the Special Committee and its legal counsel; and

​

(o)

such other corporate, industry and financial market information, investigations and analyses as BMO Capital Markets considered relevant in the circumstances.

​

Prior Valuations

The Company represented to BMO Capital Markets after due inquiry that there had not been any prior valuations (as defined in MI 61-101) of the Company or its material assets or securities in the 24 months prior to the date of the BMO Formal Valuation and Opinion.

Assumptions, Qualifications and Limitations

In accordance with the BMO Engagement Agreement, BMO Capital Markets relied upon, and assumed the completeness, accuracy and fair presentation of, all financial and other information, data, advice, opinions and representations obtained from public sources or provided by the Company (including those representations contained in the Company Certificate) or any of its subsidiaries or directors, officers, employees, consultants, advisors and representatives, including information, data, and other materials filed on SEDAR+ and EDGAR (collectively, the “Information”). The BMO Formal Valuation and Opinion were conditional upon the completeness, accuracy and fair presentation of such Information. Subject to the exercise of its professional judgment, BMO Capital Markets did not attempt to verify independently the completeness, accuracy or fair presentation of the Information. Except as described herein, the Special Committee imposed no other limitations on the investigations made or procedures followed by BMO Capital Markets in rendering the BMO Formal Valuation and Opinion.

BMO Capital Markets assumed that the forecasts, projections, estimates and budgets of the Company provided to or discussed with BMO Capital Markets, including Management’s forecasts for the Company that BMO Capital Markets was directed to use and rely upon in its analyses, were reasonably prepared on bases reflecting the best currently available estimates and judgments of Management as to, and were a reasonable basis upon which to evaluate, the matters covered thereby.

The Chief Executive Officer and the Chief Financial Officer of the Company represented to BMO Capital Markets in the Company Certificate, among other things, that: (i) the Information provided orally by, or in the

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presence of, an officer, director or employee of the Company, or in writing, including through an online data room hosted by or on behalf of the Company, by the Company or any of its subsidiaries or any of its or their representatives to BMO Capital Markets for purposes of preparing the BMO Formal Valuation and Opinion (with the exception of certain forecasts, projections, estimates or budgets) was, at the date such Information was provided to BMO Capital Markets, and (other than historical information superseded by more current information provided) was of the date of the BMO Formal Valuation and Opinion, complete, true and correct in all material respects, and (unless specifically disclosed to BMO Capital Markets) did not and does not contain any misrepresentation; and (ii) since the dates on which such Information was provided to BMO Capital Markets, except as disclosed to BMO Capital Markets, there had been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of (a) the Company or any of its subsidiaries or (b) to the best of their knowledge, information and belief, TELUS or any of its subsidiaries, and no change had occurred in such Information or any part thereof that would have or would reasonably be expected to have a material effect on the BMO Formal Valuation and Opinion.

BMO Capital Markets assumed that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Arrangement would be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions, including any divestitures or other requirements or remedies, amendments or modifications, would be imposed that would be material to the BMO Formal Valuation and Opinion or BMO Capital Markets’ analyses. BMO Capital Markets also assumed that the Arrangement would be consummated in accordance with the terms and conditions of the Arrangement Agreement without waiver of, or amendment to, any term or condition that was in any way material to the BMO Formal Valuation and Opinion or BMO Capital Markets’ analyses, that the representations and warranties of each party contained in the Arrangement Agreement were and will be true and correct in all material respects, that each party would perform all of the covenants and agreements required to be performed by it under the Arrangement Agreement and that all conditions to the consummation of the Arrangement would be satisfied without waiver or modification. BMO Capital Markets also assumed that the final executed Arrangement Agreement would not differ materially from the draft reviewed by BMO Capital Markets.

BMO Capital Markets is not a legal, tax, accounting or regulatory advisor and was not engaged to review any legal, tax, accounting or regulatory aspects of the Arrangement and the BMO Formal Valuation and Opinion do not address any such matters. BMO Capital Markets is a financial advisor and valuator and relied upon, without independent verification, the assessments of the Company and its legal, tax, accounting and regulatory advisors with respect to legal, tax, accounting and regulatory matters.

BMO Capital Markets did not assume any obligation to conduct, and it did not conduct, any physical inspection of the properties or facilities of the Company or TELUS. Except for the BMO Formal Valuation and Opinion, BMO Capital Markets did not prepare and was not furnished with a formal valuation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) or securities of the Company, TELUS or any of their respective affiliates, and the BMO Formal Valuation and Opinion should not be construed as such. BMO Capital Markets did not evaluate the solvency or fair value of the Company, TELUS or any other entity under any state, federal or provincial laws relating to bankruptcy, insolvency or similar matters. BMO Capital Markets was not requested to, and did not, make an independent evaluation of, and expressed no view or opinion as to, any pending or potential litigation, claims, governmental, regulatory or other proceedings or investigations or possible unasserted claims or other contingent liabilities affecting the Company, TELUS or any other entity and BMO Capital Markets assumed that any such matters would not be material to or otherwise impact the BMO Formal Valuation and Opinion or BMO Capital Markets’ analyses.

BMO Capital Markets was not requested to, and did not, solicit third-party indications of interest in the acquisition of all or a portion of the Company or any alternative transaction, nor was BMO Capital Markets requested to, and BMO Capital Markets did not, participate in the negotiation or structuring of the Arrangement. The BMO Formal Valuation and Opinion did not address the relative merits of the Arrangement as compared to any strategic alternatives or other transaction or business strategies that may be available to the Company, nor did BMO Capital Markets express any opinion on the structure, terms or effect of any other aspect of the Arrangement, any voting and support agreement or other documents or transactions contemplated by the Arrangement Agreement. BMO Capital Markets expressed no view or

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opinion concerning the actual value of TELUS Shares when issued in connection with the Arrangement or the trading prices of the Shares, TELUS Shares or any other securities of the Company or TELUS at any time. In addition, BMO Capital Markets did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any officers, directors or employees of the Company, or any class of such persons, in connection with the Arrangement relative to the Consideration or otherwise.

The BMO Formal Valuation and Opinion were limited to the Fair Market Value (as defined below) of the Shares as at the date thereof (to the extent expressly specified therein) and the fairness, from a financial point of view and as of the date thereof, of the Consideration (to the extent expressly specified therein), without regard to individual circumstances of specific holders of Shares (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of the Company held by such holders, and the BMO Formal Valuation and Opinion did not in any way address proportionate allocation or relative fairness. For purposes of the BMO Formal Valuation and Opinion, the Multiple Voting Shares and Subordinate Voting Shares of the Company were considered collectively as a single class of economically equivalent securities.

The BMO Formal Valuation and Opinion were rendered, and related analyses were performed, on the basis of securities markets, economic, financial, general business conditions and effective tax rates prevailing as at September 1, 2025 and the condition and prospects, financial and otherwise, of the Company, TELUS and their respective subsidiaries and other material interests as reflected in the Information reviewed by BMO Capital Markets and as represented to BMO Capital Markets in discussions with Management and the Company’s other representatives. The BMO Formal Valuation and Opinion were provided as at September 1, 2025 and, except as required by section 6.4(2)(c) of MI 61-101, BMO Capital Markets disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the BMO Formal Valuation and Opinion of which it may become aware after September 1, 2025. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the BMO Formal Valuation and Opinion after such date, BMO Capital Markets reserves the right to change, modify or withdraw the BMO Formal Valuation and Opinion.

The BMO Formal Valuation and Opinion and related analyses were prepared and provided for the use and benefit of the Special Committee (solely in its capacity as such) in evaluating the Consideration from a financial point of view. BMO Capital Markets (a) makes no recommendation as to any election to be made by any Shareholder or as to how any Shareholder or any other person should vote or act with respect to the Arrangement or any other matter relating to the Arrangement, and (b) made no recommendation to the Special Committee or the Board as to whether to authorize the Company to enter into the Arrangement Agreement, to proceed with the Arrangement or in connection with any other action the Special Committee, the Board, any Shareholder or any other party should take in connection with the Arrangement or otherwise.

BMO Capital Markets based the BMO Formal Valuation and Opinion and related analyses on various factors and methodologies, and in its analyses and in preparing the BMO Formal Valuation and Opinion, BMO Capital Markets made numerous judgments with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Arrangement. BMO Capital Markets did not attribute specific quantitative weight to particular factors or methodologies, but rather made quantitative and qualitative determinations based on BMO Capital Markets’ experience and professional judgment and prevailing circumstances as to the significance and relevance of each factor and methodology. Accordingly, BMO Capital Markets believes that its analyses must be considered as a whole. Selecting portions of its analyses or the factors considered by BMO Capital Markets, without considering all factors and analyses together, could create a misleading view of the process underlying the BMO Formal Valuation and Opinion. The preparation of a valuation and/or opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

The estimates of the future performance of the Company and TELUS in or underlying BMO Capital Markets’ analyses, and the ranges of values resulting from any particular analysis, are inherently subject to uncertainty and are not necessarily indicative of actual values or future results, which may be significantly

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more or less favorable than those estimates or those indicated by BMO Capital Markets’ analyses. BMO Capital Markets’ analyses do not purport to be appraisals or to reflect the prices at which a company may necessarily be sold or acquired.

The type and amount of consideration payable in the Arrangement was determined through negotiations among the Special Committee, the Company and TELUS and the decision to enter into the Arrangement Agreement was solely that of the Special Committee and the Board. The BMO Formal Valuation and Opinion and related analyses were only one of many factors considered by the Special Committee in its evaluation of the Arrangement and should not be viewed as determinative of the views of the Special Committee or any other person with respect to the Arrangement or the Consideration.

The following represents a brief summary of the material financial analyses presented by BMO Capital Markets to the Special Committee in connection with the Formal Valuation and Opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BMO Capital Markets, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BMO Capital Markets. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BMO Capital Markets.

Formal Valuation of the Shares

Definition of Fair Market Value

For purposes of the BMO Formal Valuation and in accordance with MI 61-101, “Fair Market Value” means the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other, where neither party is under any compulsion to act.

In accordance with MI 61-101, BMO Capital Markets made no adjustment to the Fair Market Value of the Shares to reflect the liquidity of the Shares, the effect of the Arrangement on the Shares, or the fact that the Shares held by Shareholders (other than those held by TELUS or its affiliates) do not form part of a controlling interest. A valuation prepared on the foregoing basis is referred to as an en bloc valuation.

Approach to Fair Market Value Determination

The BMO Formal Valuation was based upon techniques and assumptions that BMO Capital Markets considered appropriate in the circumstances for purposes of arriving at a range of the Fair Market Value of the Shares. The Fair Market Value of the Shares was analyzed on a going concern basis as the Company is expected to continue as a going concern. The Fair Market Value of the Shares was expressed on a per Share basis in U.S. dollars.

For purposes of the BMO Formal Valuation and comparability, Adjusted EBITDA was presented burdened by lease expenses and unburdened by share-based compensation and lease liability was not included in total indebtedness.

Each of the analyses that BMO Capital Markets employed derived an implied enterprise value for the Company, which represents the value of a company’s operations to all stakeholders, including Shareholders, holders of dilutive securities and providers of debt financing. In arriving at a total value of the Shares to its equity holders, certain net balance sheet adjustments were made to the implied enterprise value reference ranges for the Company for each of the analyses to derive implied equity value reference ranges for the Shares.

The Company’s tax loss carryforwards as at December 31, 2024 in Canada and the United States were taken into account for purposes of the analyses. Although Canadian tax loss carryforwards were expected by Management to remain unused, BMO Capital Markets viewed it appropriate to reflect a potential monetization of such tax loss carryforwards balance, utilizing a factor of 10% for the unused tax loss carryforwards balance.

Overview of Methodologies and Additional Information

BMO Capital Markets considered several methodologies to determine a Fair Market Value range for the Shares, including:

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(a)

a selected publicly traded companies trading analysis, adjusted for a change of control premium;

​

(b)

a selected precedent transactions analysis; and

​

(c)

a discounted cash flow analysis.

​

For informational reference only, the 52-week trading range of the Shares and equity research analysts’ target prices for the Shares also were reviewed.

Basis of Presentation for Selected Public Companies Trading Analysis and Selected Precedent Transactions Analysis

In consultation with Management and with the concurrence of the Special Committee, certain adjustments were applied in order to present an EBITDA metric for the Company for purposes of comparability in connection with the selected publicly traded companies and selected precedent transactions analyses described below.

Selected Publicly Traded Companies Trading Analysis, Adjusted for Change of Control Premium Based on Selected Precedent Transactions Premia

BMO Capital Markets reviewed certain financial information of selected publicly traded Consumer Experience (“CX”), Business Process Outsourcing (“BPO”), Digital Transformation and IT Consulting companies with business characteristics that BMO Capital Markets, in its professional judgment, considered generally relevant for purpose of its financial analyses. Using publicly available financial information, BMO Capital Markets reviewed enterprise value to fiscal year 2025E and 2026E estimated Adjusted EBITDA multiples based on median multiples derived from publicly available research analysts’ estimates for the selected public companies, as summarized below:

Source: Public filings, S&P Capital IQ, FactSet, Street research

Note: No selected company is identical or directly comparable to the Company.

Note: Market data as of 29-Aug-25

No company or business reviewed is identical or directly comparable to the Company. In order to calculate trading multiples, BMO Capital Markets relied upon its professional judgment in selecting an appropriate

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multiples range for the Company. Based on its review, BMO Capital Markets selected an enterprise value to CY2025E Adjusted EBITDA multiples range of 6.75x to 7.75x and an enterprise value to CY2026E Adjusted EBITDA multiples range of 6.50x to 7.50x for the Company, resulting in an approximate implied equity value reference range for the Shares of $1.90 to $2.95 per Share and $1.80 to $2.85 per Share, respectively.

BMO Capital Markets also reviewed implied premiums paid in selected precedent transactions, including certain acquisitions in the CX/BPO and Digital Transformation and IT Consulting sectors, that BMO Capital Markets, in the exercise of its professional judgment, considered relevant. BMO Capital Markets reviewed the implied transaction premiums in the selected precedent transactions to the share prices of the target companies involved in such transactions one-day, one-week and one-month prior to the unaffected dates of these transactions. Following its review of such transactions, BMO Capital Markets identified an applicable premium of 35% to 45% to the unaffected share price prior to public announcement of the relevant transaction. The selected premium of 35% to 45% was then applied to the Company’s estimated normalized trading range as at August 29, 2025.

The selected public companies trading analysis to derive the Company’s estimated normalized trading range (adjusted for a control premium), on the basis of EV / CY2025E Adjusted EBITDA, resulted in an approximate implied equity value reference range for the Shares of $2.60 to $4.30 per Share.

Selected Precedent Transactions Analysis

BMO Capital Markets reviewed the enterprise value to latest 12 months (LTM) Adjusted EBITDA multiples paid in selected precedent transactions involving CX/BPO companies and Digital Transformation and IT Consulting companies announced between October 2022 and July 2025. The selected precedent transactions were chosen based on BMO Capital Markets’ experience and professional judgment and taking into account, among other factors, that such transactions involved target companies or other factors that, for purposes of BMO Capital Markets’ analysis, may be considered similar to the Company and the Arrangement. BMO Capital Markets compared the Company to the target companies identified in the relevant transactions with respect to certain characteristics of the target, including, among other things, relative size, relative market position, and business prospects at the time of the transaction.

A summary of the selected precedent transactions reviewed is shown below:

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Source: Public filings, MergerMarket, S&P Capital IQ, FactSet, and other public sources.

Note: No selected transaction is identical or directly comparable to the Arrangement.

Note: * Transaction pending, definitive agreement has been signed.

While none of the selected precedent transactions reviewed were considered directly comparable to the Arrangement, BMO Capital Markets relied upon its professional judgment in selecting an appropriate multiples range for the Company in the context of the Arrangement. Based on its review, BMO Capital Markets selected and applied an enterprise value to LTM Adjusted EBITDA multiples range of 9.0x to 10.5x for the Company, resulting in an approximate implied equity value reference range for the Shares of $4.30 to $5.85 per Share.

Discounted Cash Flow (“DCF”) Methodology

The DCF methodology values a company based on the present value of future cash flows.

A discounted cash flow analysis requires that certain assumptions be made regarding, among other things, future unlevered after-tax free cash flows, discount rates and terminal values. BMO Capital Markets’ discounted cash flow analysis involved discounting to present value as at June 30, 2025, both the estimated value of the unlevered after-tax free cash flows projected by the Management through the forecast period of June 30, 2025E through December 31, 2030E and the terminal value determined as of December 31, 2030E for unlevered after-tax free cash flows after December 31, 2030E.

The implied terminal value of the Company was derived by applying to the Company’s unlevered, after-tax free cash flow for the fiscal year ending December 31, 2030E a selected range of perpetuity growth rates of 5.25% to 5.75%. The present values (as at June 30, 2025) of the cash flows and terminal values were then calculated using a selected range of discount rates of 9.75% to 10.75%. This indicated an approximate implied equity value per Share reference range for the Shares of $3.35 to $4.45 per Share.

Certain Additional Informational Reference Points

BMO Capital Markets observed certain additional information, considered as part of the BMO Formal Valuation and Opinion for informational reference only, including the following:

52-Week Trading Range of the Shares

BMO Capital Markets reviewed the historical trading prices of the Subordinate Voting Shares for the 52-week period ended June 11, 2025 and observed that, over this period, the Subordinate Voting Shares traded on the NYSE within a range of $2.13 to $6.86 per Share. As at June 11, 2025 (the last trading day prior to public announcement of TELUS’ initial non-binding indication of interest to TELUS Digital to acquire all of the outstanding Shares TELUS did not already own for $3.40 per Share), the closing price of the Subordinate Voting Shares on the NYSE was $2.96 per Share.

Selected Equity Research Analysts’ Share Price Targets

BMO Capital Markets reviewed publicly available research analysts’ price targets for the Subordinate Voting Shares, reflecting such analysts’ estimates of the future public market trading price of such Shares when such Share price targets were established, and noted that the 14 research analysts’ price targets for the Subordinate Voting Shares that were publicly available as at August 29, 2025 ranged from $3.37 to $5.25 per Share, which was discounted by one-year at a 12% cost of equity to arrive at an approximate implied equity value reference range for the Shares of $3.00 to $4.70 per Share.

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BMO Formal Valuation Summary and Conclusion

The following is a summary of the implied Fair Market Value of the Shares resulting from the three en bloc methodologies employed:

Based upon and subject to the foregoing, BMO Capital Markets was of the view that, as at September 1, 2025, the Fair Market Value of the Shares, determined on an en bloc basis as required under MI 61-101, was in the range of $3.60 to $4.70 per Share.

Approach to Fairness and Conclusion

In considering the fairness, from a financial point of view, of the Consideration to be received by Minority Shareholders (other than Dissenting Holders) pursuant to the Arrangement, BMO Capital Markets reviewed, considered and relied upon or carried out, among other things, the following:

•

a comparison of the Consideration offered in the Arrangement to the Fair Market Value range of the Shares determined in the BMO Formal Valuation; and

​

•

such other information, investigations and analysis as BMO Capital Markets, in the exercise of its professional judgment, considered necessary or appropriate in the circumstances.

​

Under the terms of the Arrangement, the holders of Shares are eligible to receive Consideration of $4.50 per Share as at September 1, 2025, which was within the range of the Fair Market Value of the Shares as at September 1, 2025, as reflected in the BMO Formal Valuation.

Preliminary BMO Capital Markets Discussion Materials

In addition to the BMO Formal Valuation and Opinion rendered to the Special Committee on September 1, 2025 and reviewed with the Special Committee on such date, as summarized above, BMO Capital Markets provided the Special Committee with preliminary illustrative discussion materials dated July 31, 2025 (the “Preliminary BMO Capital Markets Discussion Materials”). The Preliminary BMO Capital Markets Discussion Materials included, among other things, (i) an overview of TELUS’ initial non-binding indication of interest publicly announced on June 12, 2025 to acquire the outstanding Shares not owned by TELUS, the historical trading performance of the Shares from February 3, 2021 through July 29, 2025 and arbitrage spread since public announcement of TELUS’ initial non-binding indication of interest through July 29, 2025, and a Shareholder ownership overview and summary of certain Minority Shareholder considerations, (ii) an overview of the Share price performance over a three-year period and latest 12 months ended July 29, 2025 and certain items affecting the Company’s financial performance, (iii) an overview of Management’s preliminary projections and a comparison of certain financial and customer metrics of the Company relative to selected companies, and (iv) a summary of certain preliminary financial analyses substantially similar to those reflected in the BMO Formal Valuation and Opinion presentation dated September 1, 2025 to the Special Committee described above, including a preliminary selected public companies trading analysis, preliminary selected precedent premiums analysis, preliminary selected precedent transactions analysis and discounted cash flow analysis, and certain additional information, including an overview of the unaffected 52-week trading range of the Shares and Share price targets of selected equity research analysts prior to and since public announcement of TELUS’ initial non-binding indication of interest.

The Preliminary BMO Capital Markets Discussion Materials contained preliminary financial analyses substantially similar to the financial analyses contained in the BMO Formal Valuation and Opinion using substantially the same methodologies, as summarized above. However, the preliminary financial analyses in

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the Preliminary BMO Capital Markets Discussion Materials were based on financial, economic, monetary, market and other conditions and circumstances as they existed as of the relevant dates for such materials and other information available to BMO Capital Markets at such time. Accordingly, the results of the preliminary financial analyses contained in the Preliminary BMO Capital Markets Discussion Materials differed given changes in those conditions, circumstances and information and BMO Capital Markets’ continuing review and refinement of various aspects of its financial analyses. The Preliminary BMO Capital Markets Discussion Materials and the preliminary financial analyses therein were not, as of such date, a formal valuation or opinion and further analysis, refinement and receipt of additional information was required prior to delivery by BMO Capital Markets of the BMO Formal Valuation and Opinion.

The Preliminary BMO Capital Markets Discussion Materials were for discussion purposes only, did not constitute a valuation by, or an opinion of, BMO Capital Markets and were superseded by the financial analyses and other information included in the BMO Formal Valuation and Opinion.

The Preliminary BMO Capital Markets Discussion Materials and BMO Capital Markets’ September 1, 2025 presentation to the Special Committee are filed as exhibit (c)(xi) and exhibit (c)(xii), respectively, to the Schedule 13E-3.

BofA Fairness Opinion

The Special Committee retained BofA Securities to act as the Special Committee’s independent financial advisor in connection with the Arrangement. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The Special Committee selected BofA Securities to act as the Special Committee’s financial advisor in connection with the Arrangement on the basis of BofA Securities’ experience in transactions similar to the Arrangement, its reputation in the investment community, its independence and its familiarity with the Company and its business.

On September 1, 2025, at a meeting of the Special Committee held to evaluate the Arrangement, BofA Securities delivered to the Special Committee an oral opinion, which was confirmed by delivery of a written opinion dated September 1, 2025, to the effect that, as of the date of the BofA Fairness Opinion and based on and subject to various assumptions, qualifications, limitations and other matters described therein, the Consideration to be received by the Minority Shareholders (other than Dissenting Holders) was fair, from a financial point of view, to such Shareholders.

The full text of the BofA Fairness Opinion to the Special Committee, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix F to this Circular and is incorporated by reference herein in its entirety. The following summary of the BofA Fairness Opinion is qualified in its entirety by reference to the full text of such opinion. BofA Securities delivered its opinion to the Special Committee for the benefit and use of the Special Committee (in its capacity as such) in connection with and for purposes of its evaluation of the Consideration from a financial point of view. The BofA Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Arrangement. The BofA Fairness Opinion does not address any other aspect of the Arrangement and does not constitute a recommendation to any Shareholder as to how to vote or act in connection with the proposed Arrangement or any related matter.

In connection with rendering its opinion, BofA Securities:

(a)

reviewed certain publicly available business and financial information relating to the Company and TELUS;

​

(b)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company furnished to or discussed with it by the management of the Company and approved for its use by the Special Committee, including the Company Forecast (as defined below), which included certain financial forecasts relating to the Company prepared by the management of the Company and approved for its use by the Special Committee;

​

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(c)

discussed the past and current business, operations, financial condition and prospects of the Company with members of the senior management of the Company and the Special Committee, and discussed the past and current business, operations, financial condition and prospects of TELUS with members of senior management of the Company;

​

(d)

reviewed the trading histories for the Company’s Shares and the TELUS Shares and a comparison of the trading history of the Company’s Shares with the trading histories of other companies it deemed relevant;

​

(e)

compared certain financial and stock market information of the Company with similar information of other companies it deemed relevant;

​

(f)

compared certain financial terms of the Arrangement to financial terms, to the extent publicly available, of other transactions it deemed relevant;

​

(g)

reviewed a draft, dated September 1, 2025, of the Arrangement Agreement (the “Draft Agreement”); and

​

(h)

performed such other analyses and studies and considered such other information and factors as it deemed appropriate.

​

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company and the Special Committee that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company Forecasts, BofA Securities was advised by the management of the Company, and assumed, with the consent of the Special Committee, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company or TELUS, nor did it make any physical inspection of the properties or assets of the Company or TELUS. BofA Securities did not evaluate the solvency or fair value of the Company or TELUS under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of the Company, that the Arrangement would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Arrangement, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on the Company, the TELUS or the contemplated benefits of the Arrangement. BofA Securities also assumed, at the direction of the Company, that the final executed Arrangement Agreement would not differ in any material respect from the Draft Agreement reviewed by it.

BofA Securities expressed no view or opinion as to any terms or other aspects of the Arrangement (other than the Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Arrangement or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Arrangement or otherwise, the form of Consideration, the allocation of the Consideration as between holders of Shares who receive the Share Consideration, the Cash Consideration or the Combination Consideration, or the relative fairness of the Share Consideration, Cash Consideration, and Combination Consideration. The BofA Fairness Opinion was limited to the fairness, from a financial point of view, of the Consideration to be received in the Arrangement by Minority Shareholders (other than Dissenting Holders), without regard to individual circumstances of, or allocation or relative fairness among, holders of Subordinate Voting Shares or Multiple Voting Shares, or any rights, preferences, restrictions or limitations (whether by virtue of control, voting, liquidity or otherwise) that may be attributable to any such securities or that may distinguish any holders thereof. BofA Securities was not requested to, and it did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of all or any part of the Company or any alternative transaction. The BofA Fairness Opinion was limited to the fairness, from a financial point of view, of the Consideration to be received by Minority Shareholders (other than Dissenting Holders) and no opinion or view was expressed with respect to any

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consideration received in connection with the Arrangement by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Arrangement, or class of such persons, relative to the Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Arrangement. BofA Securities did not express any view or opinion with respect to, and relied, with the consent of the Company, upon assessments of the Company, its representatives, and the Special Committee regarding, legal, regulatory, accounting, tax and similar matters relating to the Company or any other entity and the Arrangement (including the contemplated benefits thereof) as to which it understood that the Company obtained such advice as it deemed necessary from qualified professionals. BofA Securities did not express any opinion as to what the value of the TELUS Shares would actually be when issued or the prices at which the Shares or the TELUS Shares would trade at any time, including following announcement or consummation of the Arrangement. In addition, BofA Securities expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the Arrangement or any other matter. Except as described above, the Special Committee imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The BofA Fairness Opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of the BofA Fairness Opinion was approved by a fairness opinion review committee of BofA Securities.

The following represents a brief summary of the material financial analyses presented by BofA Securities to the Special Committee in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Company Financial Analyses.

Selected Publicly Traded Companies Analysis — BofA Securities reviewed publicly available financial and stock market information for the Company and the following 17 publicly traded companies. The selected publicly traded companies were divided into three groups: core comparables (customer experience) (“Core Comparables (CX)”), additional comparables (diversified business process outsourcing) (“Additional Comparables (Diversified BPO)”), and additional comparables (digital engineering / IT services) (“Additional Comparables (Digital Engineering / IT Services)”):

Core Comparables (CX):

•

Teleperformance SE

​

•

Concentrix Corporation

​

•

TTEC Holdings, Inc.

​

•

IBEX Ltd.

​

•

TaskUs, Inc.

​

Additional Comparables (Diversified BPO):

•

Genpact Ltd.

​

•

ExlService Holdings, Inc.

​

•

Conduent Incorporated

​

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•

WNS (Holdings) Ltd.

​

Additional Comparables (Digital Engineering / IT Services):

•

Accenture plc

​

•

Cognizant Technology Solutions Corporation

​

•

CGI Inc.

​

•

EPAM Systems Inc.

​

•

Globant S.A.

​

•

Endava plc

​

•

Capgemini SE

​

•

Grid Dynamics Holdings, Inc.

​

BofA Securities reviewed, among other information, enterprise values for each of the selected publicly traded companies and for the Company, calculated as equity value based on closing stock prices of the applicable company on August 29, 2025, plus debt (excluding lease obligations), preferred equity and non-controlling interest (as applicable), less cash and cash equivalents (as applicable), as a multiple of estimated calendar years 2025 and 2026 adjusted earnings before interest, taxes, depreciation and amortization, unburdened for stock-based compensation, acquisition costs, integration costs, and other one-time items and burdened for estimated cash lease expenses, (“Lease & SBC Adjusted EBITDA”), of the applicable company. Estimated financial data of the selected publicly traded companies were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of August 29, 2025. Financial data of the Company was derived from the Company Forecasts, equity information provided by the management of the Company, and from the Company’s public filings. The overall low to high calendar year 2025 enterprise value to Lease & SBC Adjusted EBITDA multiples observed for the selected publicly traded companies were 4.5x to 16.1x (with mean/median multiples, by subgroup, of: Core Comparables (CX) 5.3x / 5.3x, Additional Comparables (Diversified BPO) 10.2x / 9.8x, and Additional Comparables (Digital Engineering / IT Services) 8.4x / 8.1x). The overall low to high calendar year 2026 enterprise value to Lease & SBC Adjusted EBITDA multiples observed for the selected publicly traded companies were 4.0x to 14.3x (with mean/median multiples, by subgroup, of: Core Comparables (CX) 4.9x / 4.8x, Additional Comparables (Diversified BPO) 9.0 / 8.9x, and Additional Comparables (Digital Engineering / IT Services) 7.9x / 7.8x). BofA Securities also calculated and compared the average expected next-twelve-months Lease & SBC Adjusted EBITDA multiples (a) for TaskUs, Inc. (“TaskUs”), as of May 8, 2025, TaskUs’ unaffected date, Core Comparables (CX), Additional Comparables (Diversified BPO), and Additional Comparables (Digital Engineering / IT Services) peer publicly traded company groups, as of August 29, 2025, and for the Company, as of June 11, 2025, which represents the day prior to disclosure of TELUS’ announcement of its initial non-binding indication of interest to acquire the outstanding Shares of TELUS Digital not already owned by TELUS and its affiliates (the “Unaffected Date”), (b) since the Company’s initial public offering on February 5, 2021, and (c) for the one-year, two-year and three-year periods ending (i) August 29, 2025 for the peer publicly traded company groups, (ii) the Unaffected Date for the Company, and (iii) May 8, 2025 for TaskUs. Financial data of the Company and the selected publicly traded companies in this review were based on the Company Forecasts, public filings, and publicly available Wall Street research analysts’ estimates published by FactSet as of August 29, 2025. The current and historical average next-twelve-months Lease & SBC Adjusted EBITDA multiples observed for TaskUs, the selected publicly traded company groups, and for the Company were as follows:

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Based on BofA Securities’ review of the enterprise values to Lease & SBC Adjusted EBITDA multiples observed for the selected publicly traded companies and on its professional judgment and experience, BofA Securities applied a Lease & SBC Adjusted EBITDA multiple reference range of 6.0x to 9.0x to the estimate of calendar year 2025 Lease & SBC Adjusted EBITDA for the Company as reflected in the Company Forecasts and a Lease & SBC Adjusted EBITDA multiple reference range of 5.5x to 8.0x to the estimate of fiscal year 2026 Lease & SBC Adjusted EBITDA for the Company as reflected in the Company Forecasts, to calculate a range of implied enterprise values for the Company. BofA Securities then calculated an implied equity value per share reference range for the Company (rounded to the nearest $0.05) by subtracting from those ranges of implied enterprise value an estimate of the net debt (excluding lease obligations) of the Company as of June 30, 2025 (calculated as $1,025 million term loan balance, plus $255 million of revolving credit facility, plus $299 million adjusted TELUS payable, plus $134 million provision for WillowTree earn-out, less $28 million TELUS receivable, less $151 million cash outstanding) as provided by the management of the Company (the “Company Net Debt”), and dividing the results by the number of fully-diluted Shares outstanding as of September 1, 2025 (calculated on a treasury stock method basis, based on information provided by the management of the Company).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the Consideration, the closing price per Subordinate Voting Share on the NYSE as of the Unaffected Date (the “Unaffected Price”), and the closing price per Subordinate Voting Share on the NYSE as of August 29, 2025:

No selected publicly traded company used in this analysis is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies to which the Company was compared.

Sum-of-the-Parts Analysis — BofA Securities performed a sum-of-the-parts analysis for the Company by separately deriving approximate implied enterprise value reference ranges for the Company’s (a) CX experience business (“CX Experience”), (b) TELUS Digital Operations business (“TDO”), (c) trust & safety business (“Trust & Safety”), (d) AI & data solutions business (“AI & Data Solutions”), and (e) digital solutions business (“Digital Solutions”). BofA Securities reviewed, among other things, the enterprise value for each of the above (a)-(e) businesses, calculated by applying a reference range to the estimate of calendar year 2025 revenue for each business, as set forth in the table below:

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Such reference ranges were determined, for each of the above (a)-(e) business, based on BofA Securities’ professional judgment and experience, analysis of the enterprise value to estimated calendar years 2025 and 2026 revenue multiples for the applicable publicly traded companies and peer publicly traded company groups (as described above), and, in particular, with respect to (a) CX Experience, Core Comparables (CX), (b) TDO, Core Comparables (CX), (c) Trust & Safety, Core Comparables (CX) and TaskUs, (d) AI & Data Solutions, TaskUs, and (e) Digital Solutions, Additional Comparables (Digital Engineering / IT Services).

BofA Securities then calculated an implied equity value per share reference range for the Company (rounded to the nearest $0.05) by deducting from the combined range of such implied enterprise values the Company Net Debt, and dividing the results by the number of fully-diluted Shares outstanding as of September 1, 2025 (calculated on a treasury stock method basis, based on information provided by the management of the Company). The analysis indicated the following approximate implied equity value per share range, as compared to the Consideration, the Unaffected Price, and the closing price per Share on the NYSE as of August 29, 2025:

Discounted Cash Flow Analysis — BofA Securities performed a discounted cash flow analysis of the Company to calculate a range of implied present values per Share utilizing estimates of the standalone unlevered, after-tax free cash flows the Company was expected to generate over the period from June 30, 2025 through the calendar year ending December 31, 2030, based on the Company Forecasts. BofA Securities calculated a terminal value for the Company by applying an assumed perpetuity growth rate range of 3.00% to 4.00%, determined based on BofA Securities’ professional judgment and experience, to the terminal year unlevered free cash flow. The unlevered free cash flows and the terminal values were discounted to June 30, 2025, utilizing mid-year discounting convention, and using discount rates ranging from 8.50% to 10.00%, which were based on an estimate of the Company’s weighted average cost of capital, derived using the capital asset pricing model. BofA Securities then calculated implied per share equity value reference ranges (rounded to the nearest $0.05) for the Company by (a) subtracting from this range of present values the Company Net Debt and (b) dividing the result by the number of fully-diluted Shares outstanding as of September 1, 2025 (calculated on a treasury stock method basis, based on information provided by the management of the Company). This analysis indicated the following approximate implied equity value reference range per Share (rounded to the nearest $0.05) for the Company, as compared to the Consideration, the Unaffected Price, and the closing price per Share as of August 29, 2025:

Other Factors

In rendering its opinion, BofA Securities also reviewed and considered other factors, including, among other things, the following:

•

Illustrative Present Value of Future Share Price Analysis.   BofA Securities reviewed, on an illustrative basis, a range of implied present values of illustrative future trading prices per Share. This analysis

​

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applied an illustrative range of 6.0x to 9.0x multiples of enterprise value to the next-twelve-months Lease & SBC Adjusted EBITDA, determined based on BofA Securities’ professional judgment and experience, to estimates of next-twelve-months Lease & SBC Adjusted EBITDA at the end of each calendar year 2025 through 2029, based on the Company Forecasts. For each such calendar year, BofA Securities then subtracted from the range of implied enterprise values an estimate of the Company’s end-of-calendar-year net debt (exclusive of the WillowTree provision and the TELUS payable), based on the Company Forecasts, in order to derive a range of illustrative equity values for the Company as of the end of each such calendar year. For each such calendar year, BofA Securities then divided these implied equity values by the projected year-end number of fully diluted outstanding Shares for such calendar year, based on the Company Forecasts, to derive a range of implied future values per Share. For each such calendar year, BofA Securities then discounted this range of implied future equity values per Share to August 29, 2025 using an illustrative discount rate of 11.0%, reflecting an estimate of the Company’s cost of equity. For each such calendar year, BofA Securities then subtracted from this range of implied present equity values per Share an adjustment for the WillowTree provision and the TELUS payable in order to derive a range of implied present values of illustrative future trading prices per Share as of August 29, 2025. This analysis resulted in an overall range of implied present values (rounded to the nearest $0.05) of $1.30 to $5.00 per Share (reflecting the minimum and maximum estimates derived across calendar years 2025 through 2029 and all illustrative multiples), as compared to the Consideration of $4.50 per Share.

•

Wall Street Analysts’ Stock Price Targets.   BofA Securities reviewed certain publicly available equity research analyst price targets for the Shares as of the Unaffected Date, which indicated a present value (rounded to the nearest $0.05) of $2.70 to $5.40.

​

•

52 Week Stock Price Range.   BofA Securities reviewed the trading range of the Shares for the 52-week period ended on the Unaffected Date, which was $2.13 to $6.86.

​

Other BofA Securities Materials

In addition to the presentation made to the Special Committee on September 1, 2025, the date on which BofA Securities delivered its opinion, as described above, BofA Securities made other preliminary presentations to the Special Committee on July 6, 2025, July 13, 2025, July 20, 2025, July 27, 2025, August 3, 2025, August 17, 2025, and August 23, 2025 (which are referred to collectively as the “Preliminary Presentation Materials”). Copies of the Preliminary Presentation Materials provided to the Special Committee by BofA Securities have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the Arrangement. None of the Preliminary Presentation Materials, alone or together, constitutes an opinion of BofA Securities with respect to the Consideration, or otherwise.

The materials dated July 6, 2025 and filed as exhibit (c)(iii) to the Schedule 13E-3 included (a) an overview of a typical special committee process and (b) a comparison of certain business, operating, and financial metrics of the Company and TaskUs.

The materials dated July 13, 2025 and filed as exhibit (c)(iv) to the Schedule 13E-3 included (a) workstream updates and (b) an overview of preliminary management projections, including (i) in relation to Wall Street research analysts’ estimates and (ii) benchmarked against certain public companies (including over time).

The materials dated July 20, 2025 and filed as exhibit (c)(v) to the Schedule 13E-3 included (a) an analysis of various potential transaction prices relative to certain financial metrics for the Company, (b) a review of preliminary management projections, including (i) in relation to Wall Street research analysts’ estimates and (ii) benchmarked against certain public companies (including over time), (c) a selected publicly traded companies analysis, which is substantially similar to the financial analysis described above under “Publicly Traded Companies Analysis”, and (d) a review of broker price targets and such brokers’ valuation methodologies.

The materials dated July 27, 2025 and filed as exhibit (c)(vi) to the Schedule 13E-3 included (a) an analysis of various potential transaction prices relative to certain financial metrics for the Company, (b) an overview of preliminary management projections, including in relation to Wall Street research analysts’ estimates, (c) a selected publicly traded companies analysis, which is substantially similar to the financial analysis described

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above under “Publicly Traded Companies Analysis”, (d) an illustrative sum-of-the-parts analysis, which is substantially similar to the financial analysis described above under “Sum-of-the-Parts Analysis”, (e) an illustrative present value of future share price analysis, which is substantially similar to the financial analysis described above under “Illustrative Present Value of Future Share Price Analysis”, (f) a preliminary discounted cash flow analysis, which is substantially similar to the financial analysis described above under “Discounted Cash Flow Analysis”, (g) a preliminary synergized financial analysis, including (i) a review of the synergistic case management projections, (ii) a comparison between the preliminary standalone management projections and the preliminary synergistic case management projections, and (iii) a preliminary discounted cash flow analysis using the synergistic case management projections, and (h) a pro forma analysis of financial impacts on TELUS after the closing of the transaction.

The materials dated August 3, 2025 and filed as exhibit (c)(vii) to the Schedule 13E-3 included a workstream update, including updates on (a) due diligence progress, (b) the Company’s Q2 2025 earnings, and (c) recent price performance of selected publicly traded companies.

The materials dated August 17, 2025 and filed as exhibit (c)(viii) to the Schedule 13E-3 included an update on TELUS’ information requests.

The materials dated August 23, 2025 and filed as exhibit (c)(ix) to the Schedule 13E-3 included an update on TELUS’ information requests.

The Preliminary Presentation Materials were for discussion purposes only and did not present any findings or make any recommendations or constitute an opinion of BofA Securities with respect to the fairness of the Consideration or otherwise. The financial analyses performed by BofA Securities in relation to its opinion dated September 1, 2025, and included as Appendix F to this Circular and filed as exhibit (c)(ii) to the Schedule 13E-3, as described above under “Summary of Material Company Financial Analyses”, superseded all analyses and information presented in the Preliminary Presentation Materials.

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the Special Committee in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company and TELUS in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Consideration and were provided to the Special Committee in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual value of the Company.

The type and amount of consideration payable in the Arrangement was determined through negotiations between the Company and TELUS, rather than by any financial advisor, and was approved by the Special

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Committee and the Board. The decision to enter into the Arrangement Agreement was solely that of the Special Committee and the Board. As described above, the BofA Fairness Opinion and analyses were only one of many factors considered by the Special Committee in its evaluation of the proposed Arrangement and should not be viewed as determinative of the views of the Special Committee with respect to the Arrangement or the Consideration.

The Company has agreed to pay BofA Securities for its services in connection with the Arrangement an aggregate fee currently estimated to be approximately $6.6 million, a portion of which was paid upon execution of the engagement letter between the Company and BofA Securities, a portion of which was payable in connection with its opinion (irrespective of the conclusions reached therein), and a portion of which is contingent upon the completion of the Arrangement. The Company also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company and certain of its affiliates, TELUS and certain of its affiliates, and EQT, a significant shareholder of the Company.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to the Company and have received or in the future may receive compensation for the rendering of these services, including having acted as financial advisor in connection with this Arrangement. From August 1, 2023 through July 31, 2025, BofA Securities and its affiliates derived aggregate revenues from the Company and its affiliates of approximately $3.0 million for investment and corporate banking services in connection with this Arrangement.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to TELUS and its affiliates (excluding the Company and its subsidiaries) and have received or in the future may receive compensation for the rendering of these services, including providing deposit, commercial credit, markets, rates, and mortgage products. From August 1, 2023 through July 31, 2025, BofA Securities and its affiliates derived aggregate revenues from TELUS and its affiliates (excluding the Company and its subsidiaries) of approximately $1.0 million for investment and corporate banking services, including in connection with this Arrangement.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to EQT and its affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (a) having acted as financial advisor in connection with certain mergers and acquisitions transactions, (b) having acted or acting as lender in connection with certain syndicated leveraged finance transactions and providing other debt capital markets services including in connection with certain bond issuances, (c) having acted or acting as lender in connection with certain real estate, construction and asset backed loans, short term credit facilities, letters of credit, advances and other commercial credit services, (d) providing business checking and deposit services, credit card and other treasury and liquidity services, and (e) providing interest rate options and other rates services, foreign exchange, derivative and other markets services. From August 1, 2023 through July 31, 2025, BofA Securities and its affiliates derived aggregate revenues from EQT and its affiliates approximately $150 million for investment and corporate banking services.

As of the date of its fairness opinion, BofA Securities and its affiliates were working with TELUS and EQT and their affiliates and portfolio companies on one or more investment and corporate banking matters unrelated to the Arrangement and BofA Securities believes, based on the information available to it as of the

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date of its fairness opinion, that the aggregate revenues BofA and its affiliates will derive for those concurrent investment and corporate banking services (a) with TELUS and its affiliates will be less than the transaction fee(s) to be paid by the Company to BofA Securities for its services in connection with this Arrangement, and (b) with EQT and its portfolio companies and affiliates will materially exceed the transaction fee(s) to be paid by the Company to BofA Securities for its services in connection with this Arrangement.

In addition, in the ordinary course of its respective businesses, BofA Securities and its affiliates (including members of BofA Securities’ deal team working on the Arrangement) has pitched, is currently pitching, and/or will continue to pitch, additional investment and corporate banking services unrelated to the Arrangement to TELUS and EQT and their affiliates and portfolio companies, but how much, if any, additional investment and corporate banking business and revenues will result from those efforts is subject to numerous factors beyond the control of BofA Securities and its affiliates.

As of August 29, 2025, the last trading day prior to BofA Securities delivering its fairness opinion, BofA Securities and its affiliates directly owned, in a non-fiduciary capacity, shares of common equity of each of the Company, TELUS and EQT, which as of the close of trading on such date, had a market value of approximately $2 million, $135 million and $21 million, respectively (which, in each case, constituted less than 1% of such issuer’s outstanding shares of common equity as of such date).

Financial Advisor Discussion Materials Provided to TELUS

TELUS retained Barclays to act as its financial advisor in connection with evaluating the Arrangement. In connection with the engagement, representatives of Barclays provided, at TELUS’ request and for informational purposes only, the Barclays Discussion Materials to be used in connection with the consideration of the Arrangement by the board of directors of TELUS.

The Barclays Discussion Materials are included as an exhibit to the Schedule 13E-3 relating to the Arrangement. The description of the Barclays Discussion Materials set forth below is qualified in its entirety by reference to the full text of such materials. You are urged to read the Barclays Discussion Materials carefully and in their entirety. The Barclays Discussion Materials were provided for the information and benefit of TELUS in connection with its evaluation of the Arrangement. Barclays was not requested to, and it did not, provide to TELUS or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Consideration, or otherwise), (ii) valuation of the Company for the purpose of assessing the fairness of the Consideration to any person, or (iii) recommendation as to how to vote or act on any matters relating to the Arrangement or otherwise. The Barclays Discussion Materials were provided for the use and benefit of TELUS in its consideration of the Arrangement and did not address the relative merits of the Arrangement as compared to any alternative transaction or opportunity that might be available to TELUS or the Company, nor did they address the underlying business decision by TELUS or the Company to engage in the Arrangement or to agree to the terms of the Arrangement Agreement or the documents referred to therein. The Barclays Discussion Materials were informational and were based on financial projections and other information and data available to Barclays as of the date such materials were prepared rather than as of the date of the execution of the Arrangement Agreement. Because Barclays was not requested to, and did not, deliver a fairness opinion in connection with the Arrangement, it did not follow and was not required to follow all of the procedures in preparing the Barclays Discussion Materials that it would ordinarily follow in connection with delivering an opinion. The Barclays Discussion Materials should not be construed as creating any fiduciary duty on Barclays’ part to TELUS or any other person and such materials are not intended to be, and do not constitute, a recommendation to TELUS or any other person in respect of the Arrangement, including as to how any Shareholder should act or vote in respect of the Arrangement.

In preparing the Barclays Discussion Materials, Barclays assumed and relied upon the accuracy and completeness of the financial and other information (including, but not limited to, with respect to the business, operations and prospects of the Company furnished to Barclays by TELUS, including financial projections of the Company (the “TELUS Company Projections”) prepared by the Special Committee and revised by TELUS for, among other things, certain revenue, margin, and tax assumptions) used by Barclays without any independent verification of such information (and Barclays did not assume responsibility or liability for any independent verification of such information), at the direction of TELUS. Barclays also relied upon the assurances of the management of TELUS that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the TELUS Company Projections furnished

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to Barclays by TELUS, which TELUS received from the Special Committee, Barclays assumed, at the direction of TELUS, that such projections were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the Special Committee as to the future financial performance of the Company, and that the Company will perform substantially in accordance with such projections. Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. Barclays assumed no responsibility for updating or revising the Barclays Discussion Materials for events or circumstances that may have occurred after the date thereof.

In connection with preparing the Barclays Discussion Materials, Barclays reviewed (i) a comparison of the historical financial results and present financial condition of the Company with those of other companies that Barclays deemed relevant, (ii) a comparison of the financial terms of the Arrangement with the financial terms of certain other transactions that Barclays deemed relevant, (iii) published estimates of independent research analysts with respect to the future financial performance and price targets of the Company and (iv) financial and operating information with respect to the business, operations and prospects of the Company furnished to Barclays by TELUS, including the TELUS Company Projections. In addition, Barclays had discussions with the management of TELUS concerning TELUS’ and the Company’s respective business operations, assets, liabilities, financial condition and prospects and undertook such other studies, analyses and investigations as Barclays deemed appropriate. Barclays also discussed certain tax adjustments with the management of the Company.

For purposes of its analysis and preparing the Barclays Discussion Materials, Barclays assumed that the executed Arrangement Agreement would conform in all material respects to the last draft reviewed by Barclays prior to the delivery of the Barclays Discussion Materials. Additionally, Barclays assumed the accuracy of the representations and warranties contained in the Arrangement Agreement and all the agreements related thereto. Barclays further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Arrangement will be obtained without any material delay, limitation, restriction or condition.

Barclays did not conduct a physical inspection of the properties or facilities of the Company or TELUS, and Barclays did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or TELUS, nor was Barclays furnished with any such valuations or appraisals, nor did Barclays evaluate the solvency or fair value of the Company or TELUS under any state or federal laws relating to bankruptcy, insolvency or similar matters. The Barclays Discussion Materials were necessarily based upon information made available to Barclays as of the date of such materials and financial, economic, market and other conditions as they existed and as could be evaluated on the date of such materials. It is understood that subsequent developments may affect the Barclays Discussion Materials and that Barclays does not have any obligation to update, revise or reaffirm such materials.

Barclays was not asked to pass upon and expressed no opinion with respect to any matter. Barclays did not express any view on, and the Barclays Discussion Materials did not address, the fairness of the Arrangement to, or any consideration (including the Consideration) received in connection therewith by, the holders of any class of securities, creditors or other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the Consideration or otherwise. Barclays was not asked to pass upon, did not express any view on, and the Barclays Discussion Materials did not address, any term or aspect of any other agreement or instrument contemplated by the Arrangement Agreement or entered into or amended in connection with the Arrangement Agreement.

Barclays did not address the relative merits of the Arrangement as compared to other business or financial strategies that might have been available to TELUS or the Company, nor did it address the underlying business decision of TELUS or the Company to engage in the Arrangement. Barclays was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Company Shares or any business combination or other extraordinary transaction involving TELUS or the Company. Barclays did not make, and the Barclays Discussion Materials did not constitute, a recommendation to TELUS or to any other persons in respect of the Arrangement, including as to how any Shareholder should vote or act in respect of the Arrangement. Barclays did not express any opinion as to the price at which the Company Shares would trade at any time. Barclays was not requested to, and did not, provide any tax advice or express

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any opinion as to any tax or other consequences that might result from the Arrangement, nor did Barclays address any legal, tax, regulatory or accounting matters, as to which Barclays understood TELUS had obtained such advice as it deemed necessary from other qualified professionals.

Summary of Barclays Discussion Materials

The following description of the Barclays Discussion Materials is qualified in its entirety by reference to the relevant Barclays Discussion Materials included as an exhibit to the Schedule 13E-3. Such description is a summary of the materials prepared by Barclays; however, such summary is not an exhaustive description of the analyses or data provided by Barclays, nor does it represent the relative importance or weight given to those analyses by Barclays.

Barclays provided a written presentation to the management of TELUS dated August 23, 2025 that, among other things:

•

for each of (i) the closing price of the Company Shares on June 11, 2025, the latest unaffected trading day price prior to public announcement of the initial offer (the “Unaffected Date”), (ii) the offer price made by TELUS to the Special Committee on June 12, 2025, (iii) the closing price of the Company Shares on August 21, 2025, the trading day two days prior to the date of the provision of the Barclays Discussion Materials to TELUS, and (iv) TELUS’ revised offer price, calculated the implied (i) Company equity and enterprise values, (ii) premiums or discounts to various historic and analyst target trading prices, and (iii) EV / Lease and SBC Adjusted EBITDA multiples for (a) the last-twelve-months (“LTM”) and (b) calendar year 2025 (using the TELUS Company Projections);