Telus International files circular for shareholder vote on proposed deal with Telus Corp

Telus International has filed a circular ahead of a shareholder vote on its proposed deal with Telus Corp. The special meeting of shareholders will consider the proposed arrangement. Telus Digital has also announced that on August 4, 2023, it will hold a conference call to discuss the proposed deal. The circular and accompanying materials have been filed with Canadian and US securities regulators.

September 12, 2025 - Telus International Inc. (NYSE & TSX: TIXT), also known as Telus Digital, has announced significant developments regarding its proposed arrangement with Telus Corporation (TSX: T, NYSE: TU). The company has filed a management information circular and accompanying materials ahead of a special meeting of shareholders scheduled for October 27, 2025. Additionally, the Supreme Court of British Columbia granted an interim order authorizing the calling and holding of the special meeting.

The special meeting will consider a proposed arrangement under which Telus Corp will acquire all outstanding multiple voting shares and subordinate voting shares of Telus Digital not already owned by Telus for US$4.50 per share, reflecting an aggregate consideration of US$539 million. This represents a 52.0% premium over the unaffected closing price of US$2.96 per subordinate voting share on the New York Stock Exchange on June 11, 2025, and a 62.6% premium over the 30-day volume-weighted unaffected average price of Telus Digital subordinate voting shares on the NYSE prior to June 12, 2025.

The arrangement provides shareholders with multiple consideration options, including US$4.50 in cash, 0.273 of a Telus common share, or a combination of US$2.25 in cash and 0.136 of a Telus common share. Shareholders electing options (ii) or (iii) will be subject to proration such that the aggregate consideration will include no more than 25% in Telus common shares.

The independent Special Committee of Telus Digital's board of directors unanimously recommended the arrangement, following a rigorous review process. The committee believes the arrangement provides more immediate value to minority shareholders on a risk-adjusted basis than is expected to be realizable by Telus Digital as a stand-alone entity in the foreseeable future. The arrangement is expected to enhance AI and SaaS transformation capabilities across Telus' telecommunications, health, and agriculture and consumer goods businesses, while accelerating Telus Digital's global growth in key verticals.

The circular includes detailed information on the terms and conditions of the arrangement, independent formal valuation and fairness opinions, background to the transaction, and the rationale for the recommendations of the Special Committee and the Board of Directors. The circular and related Special Meeting materials are available on Telus Digital’s profile on SEDAR+ and EDGAR.

The special meeting will be conducted virtually via live audio webcast. Shareholders can access the meeting by visiting [www.meetings.lumiconnect.com/400-570-171-578](http://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 Special Meeting. The arrangement requires approval by at least two-thirds (66⅔%) of votes cast by holders of subordinate voting shares and multiple voting shares present in person or represented by proxy at the Special Meeting, voting together as a single class, and a simple majority of the votes cast by holders of subordinate voting shares (excluding Telus and its directors, senior officers and affiliates) in accordance with MI 61-101 at the Special Meeting.

The transaction is expected to close at the end of October 2025, subject to final court approval and other customary conditions for a transaction of this type. The parties have determined that no FDI regulatory approvals are required in connection with the Arrangement and have therefore waived the related closing condition.