TELUS Digital Reminds Shareholders to Vote IN FAVOUR of Arrangement with TELUS Corporation

Executive Summary

• TELUS Digital’s independent Special Committee unanimously recommends shareholders vote in favour of the proposed acquisition by TELUS Corporation at US$4.50 per share, representing a 52% premium to the unaffected price on June 11 2025.
• The transaction values TELUS Digital at US$539 million; shareholders may elect cash, TELUS shares, or a combination as consideration, with a cap that no more than 25% of total consideration will be paid in TELUS shares.
• The special meeting is set for October 27 2025, with the proxy voting deadline on October 23 2025; leading proxy advisory firms (e.g., ISS) have endorsed the arrangement.

Key Details

• Arrangement Terms: TELUS will acquire all outstanding multiple‑voting and subordinate voting shares of TELUS Digital not already owned by TELUS for US$4.50 per share (aggregate consideration US$539 M).
• Premiums: 52.0% premium to the unaffected price on June 11 2025; 62.6% premium to the 30‑day volume‑weighted unaffected price prior to June 12 2025.
• Consideration Options (per share):
• Cash Only: US$4.50 in cash.
• Share Only: 0.273 TELUS common shares.
• Combination: US$2.25 cash + 0.136 TELUS share.
• Proration Rule: No more than 25% of total consideration may be paid in TELUS shares.
• Election Deadline: Registered shareholders must submit their election by October 22 2025, 9:00 a.m. (Vancouver time); failure to elect defaults to the Combination option.
• Special Meeting Details:
• Date & Time: October 27 2025, 9:00 a.m. (Vancouver time).
• Format: Virtual live audio webcast – access via www.meetings.lumiconnect.com/400-570-171-578.
• Proxy Voting Deadline: October 23 2025, 9:00 a.m. (Vancouver time).
• Support: Independent proxy advisory firms (including ISS) recommend voting FOR the arrangement; all TELUS Digital directors and officers, as well as its largest minority shareholder (Riel B.V./EQT), support the transaction.
• Logistics & Assistance:
• Shareholder assistance via Laurel Hill Advisory Group (phone 1‑877‑452‑7184; email [email protected]).
• Voting can be done online (www.investorvote.com) or by telephone (1‑866‑732‑VOTE).
• Canada Post Labour Strike Impact: Potential delays in physical delivery of the Circular; shareholders urged to use electronic versions on SEDAR+, EDGAR, and Envision website.

Notable Quotes

(No direct CEO/President quotes were included in the release.)